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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---

FORM 10-Q

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(Mark One)

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

For the quarterly
period ended June 30, 2003

OR

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

For the transition
period from ____________ to ____________

Commission File Number 0-12362

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Berger Holdings, Ltd.

(Exact Name of Registrant as Specified in its Charter)

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| | Pennsylvania(StateorOtherJurisdictionofIncorporationorOrganization) |  | 23-2160077(I.R.S.EmployerIdentificationNumber) | 
| | ------------------------------------------------------------------- |  | ---------------------------------------------- | 

| | 805PennsylvaniaBoulevard,Feasterville,PA(AddressofPrincipalExecutiveOffices) |  | 19053(ZipCode) | 
| | ---------------------------------------------------------------------------- |  | -------------- | 

Registrantstelephonenumber,includingareacode:(215)355-1200

______________________________________________________(FormerName,FormerAddressandFormerFiscalYear,ifChangedSinceLastReport)

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 o

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

YES o NO x

As of August 14, 2003, the Registrant had outstanding 5,270,548shares of its common stock, par value $0.01 per share (the Common Stock).

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BERGER HOLDINGS, LTD.INDEX



|       |  |                      |  |                                                                                                           | Page
|------ |  | -------------------- |  | --------------------------------------------------------------------------------------------------------- | ----
|       |  |                      |  |                                                                                                           |     
|PARTI  |  | FINANCIALINFORMATION | 
|       |  |                      |  |                                                                                                           |     
|       |  | Item1.               |  | Financial Statements                                                                                      |     
|       |  |                      |  |                                                                                                           |     
|       |  |                      |  | Consolidated Balance Sheetsat June 30, 2003 (unaudited) and December 31, 2002 (audited)                   | 3   
|       |  |                      |  |                                                                                                           |     
|       |  |                      |  | Consolidated Statements of Operations(unaudited) for the three-month periods ended June 30, 2003 and 2002 | 4   
|       |  |                      |  |                                                                                                           |     
|       |  |                      |  | Consolidated Statements of Operations(unaudited) for the six-month periods ended June 30, 2003 and 2002   | 5   
|       |  |                      |  |                                                                                                           |     
|       |  |                      |  | Consolidated Statements of Cash Flows(unaudited) for the six-month periods ended June 30, 2003 and 2002   | 6   
|       |  |                      |  |                                                                                                           |     
|       |  |                      |  | Notes to Consolidated Financial Statements (unaudited)                                                    | 7   
|       |  |                      |  |                                                                                                           |     
|       |  | Item2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                     | 10  
|       |  |                      |  |                                                                                                           |     
|       |  | Item3.               |  | Quantitative and Qualitative Disclosures About Market Risk                                                | 14  
|       |  |                      |  |                                                                                                           |     
|       |  | Item4.               |  | Controls and Procedures                                                                                   | 14  
|       |  |                      |  |                                                                                                           |     
|PARTII |  | OTHERINFORMATION     | 
|       |  |                      |  |                                                                                                           |     
|       |  | Item1.               |  | Legal Proceedings                                                                                         | 15  
|       |  |                      |  |                                                                                                           |     
|       |  | Item2.               |  | Changes in Securities and Use of Proceeds                                                                 | 15  
|       |  |                      |  |                                                                                                           |     
|       |  | Item3.               |  | Defaults Upon Senior Securities                                                                           | 15  
|       |  |                      |  |                                                                                                           |     
|       |  | Item4.               |  | Submission of Matters to a Vote of Security Holders                                                       | 15  
|       |  |                      |  |                                                                                                           |     
|       |  | Item5.               |  | Other Information                                                                                         | 15  
|       |  |                      |  |                                                                                                           |     
|       |  | Item6.               |  | Exhibits and Reports on Form 8-K                                                                          | 15  

|SIGNATURES | 16
|---------- | --

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BERGER HOLDINGS, LTD.CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                                |  | June30,2003(unaudited) |            | December31,2002(audited) |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ---------- | ------------------------ | -
|                                                                                                                                                                                                |  |                        |            |                          |  
|                                                                                                                                                                                                |  |                        |            |                          |  
|ASSETS                                                                                                                                                                                          |  |                        |            |                          |  
|Current assets                                                                                                                                                                                  |  |                        |            |                          |  
|Cash and cash equivalents                                                                                                                                                                       |  | $                      | 384,143    |                          | $
|Accounts receivable, net of allowance for doubtful accounts of $30,000 in 2003 and 2002                                                                                                         |  |                        | 5,399,418  |                          |  
|Inventories                                                                                                                                                                                     |  |                        | 6,610,282  |                          |  
|Prepaid and other current assets                                                                                                                                                                |  |                        | 594,077    |                          |  
|Deferred income taxes                                                                                                                                                                           |  |                        | 51,081     |                          |  
|                                                                                                                                                                                                |  |                        |            |                          |  
|Total current assets                                                                                                                                                                            |  |                        | 13,039,001 |                          |  
|Property, plant and equipment, net                                                                                                                                                              |  |                        | 9,483,807  |                          |  
|Identifiable intangible assets, net                                                                                                                                                             |  |                        | 2,478,156  |                          |  
|Goodwill, net                                                                                                                                                                                   |  |                        | 10,087,476 |                          |  
|Other                                                                                                                                                                                           |  |                        | 115,014    |                          |  
|                                                                                                                                                                                                |  |                        |            |                          |  
|Total assets                                                                                                                                                                                    |  | $                      | 35,203,454 |                          | $
|                                                                                                                                                                                                |  |                        |            |                          |  
|                                                                                                                                                                                                |  |                        |            |                          |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                            |  |                        |            |                          |  
|Current liabilities                                                                                                                                                                             |  |                        |            |                          |  
|Current maturities of long-term debt                                                                                                                                                            |  | $                      | 2,087,943  |                          | $
|Accounts payable                                                                                                                                                                                |  |                        | 4,876,024  |                          |  
|Accrued expenses                                                                                                                                                                                |  |                        | 1,680,954  |                          |  
|                                                                                                                                                                                                |  |                        |            |                          |  
|Total current liabilities                                                                                                                                                                       |  |                        | 8,644,921  |                          |  
|                                                                                                                                                                                                |  |                        |            |                          |  
|Long-term debt                                                                                                                                                                                  |  |                        | 11,778,462 |                          |  
|                                                                                                                                                                                                |  |                        |            |                          |  
|Deferred income taxes                                                                                                                                                                           |  |                        | 318,617    |                          |  
|                                                                                                                                                                                                |  |                        |            |                          |  
|Commitments and contingencies                                                                                                                                                                   |  |                        |            |                          |  
|Shareholders equity                                                                                                                                                                            |  |                        |            |                          |  
|Common stock, $.01 par value - Authorized 20,000,000 shares in 2003 and 2002 Issued 5,136,699 and 5,091,038 shares in 2003 and 2002
Outstanding 5,070,549 and 5,024,888 shares in 2003 and 2002 |  |                        | 51,367     |                          |  
|Additional paid-in-capital                                                                                                                                                                      |  |                        | 15,946,927 |                          |  
|Accumulated deficit                                                                                                                                                                             |  |                        | (1,215,018 | )                        |  
|Less 66,150 common shares of treasury stock in 2003 and 2002, at cost                                                                                                                           |  |                        | (321,822   | )                        |  
|                                                                                                                                                                                                |  |                        |            |                          |  
|Total shareholders equity                                                                                                                                                                      |  |                        | 14,461,454 |                          |  
|                                                                                                                                                                                                |  |                        |            |                          |  
|Total liabilities and shareholders equity                                                                                                                                                      |  | $                      | 35,203,454 |                          | $
|                                                                                                                                                                                                |  |                        |            |                          |  

See accompanying notes to consolidated financial statements

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BERGER HOLDINGS, LTD.CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)



|                                                         |  | Three-Months Ended June 30, |           
|-------------------------------------------------------- |  | --------------------------- | ----------
|                                                         |  |                             |           
|                                                         |  | 2003                        |           
|                                                         |  |                             |           
|Net sales                                                |  | $                           | 12,657,841
|Cost of sales                                            |  |                             | 10,317,026
|                                                         |  |                             |           
|Gross profit                                             |  |                             | 2,340,815 
|Selling, administrative and general expenses             |  |                             | 1,374,928 
|                                                         |  |                             |           
|Income from operations                                   |  |                             | 965,887   
|Interest expense                                         |  |                             | 212,103   
|Other income, net                                        |  |                             | 4,908     
|                                                         |  |                             |           
|Income before income taxes                               |  |                             | 758,692   
|Income taxes                                             |  |                             | 312,851   
|                                                         |  |                             |           
|Net income                                               |  | $                           | 445,841   
|                                                         |  |                             |           
|Basic earnings per share                                 |  | $                           | .09       
|                                                         |  |                             |           
|Basic weighted average common shares outstanding         |  |                             | 5,068,371 
|                                                         |  |                             |           
|Diluted earnings per share                               |  | $                           | .07       
|                                                         |  |                             |           
|Weighted average common shares outstanding               |  |                             | 5,068,371 
|Add: effect of vested and non-vested dilutive securities |  |                             | 1,301,188 
|                                                         |  |                             |           
|Diluted weighted average common shares outstanding       |  |                             | 6,369,559 
|                                                         |  |                             |           

See accompanying notes to consolidated financial statements

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BERGER HOLDINGS, LTD.CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)



|                                                         |  | Six-Months Ended June 30, |           
|-------------------------------------------------------- |  | ------------------------- | ----------
|                                                         |  |                           |           
|                                                         |  | 2003                      |           
|                                                         |  |                           |           
|Net sales                                                |  | $                         | 21,441,468
|Cost of sales                                            |  |                           | 18,052,150
|                                                         |  |                           |           
|Gross profit                                             |  |                           | 3,389,318 
|Selling, administrative and general expenses             |  |                           | 2,698,247 
|                                                         |  |                           |           
|Income from operations                                   |  |                           | 691,071   
|Interest expense                                         |  |                           | 411,390   
|Other income, net                                        |  |                           | 10,276    
|                                                         |  |                           |           
|Income before income taxes                               |  |                           | 289,957   
|Income taxes                                             |  |                           | 115,983   
|                                                         |  |                           |           
|Net income                                               |  | $                         | 173,974   
|                                                         |  |                           |           
|Basic earnings per share                                 |  | $                         | .03       
|                                                         |  |                           |           
|Basic weighted average common shares outstanding         |  |                           | 5,049,496 
|                                                         |  |                           |           
|Diluted earnings per share                               |  | $                         | .03       
|                                                         |  |                           |           
|Weighted average common shares outstanding               |  |                           | 5,049,496 
|Add: effect of vested and non-vested dilutive securities |  |                           | 1,366,113 
|                                                         |  |                           |           
|Diluted weighted average common shares outstanding       |  |                           | 6,415,609 
|                                                         |  |                           |           

See accompanying notes to consolidated financial statements

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BERGER HOLDINGS, LTD.CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)



|                                                                                 |  | Six-Months Ended June 30, |           
|-------------------------------------------------------------------------------- |  | ------------------------- | ----------
|                                                                                 |  |                           |           
|                                                                                 |  | 2003                      |           
|                                                                                 |  |                           |           
|Cash flows from operating activities                                             |  |                           |           
|Net income                                                                       |  | $                         | 173,974   
|Adjustments to reconcile net income to net cash provided by operating activities |  |                           |           
|Depreciation and amortization                                                    |  |                           | 927,000   
|Bad debt provision                                                               |  |                           |          
|Change in operating assets and liabilities                                       |  |                           |           
|Accounts receivable                                                              |  |                           | (2,082,837
|Inventories                                                                      |  |                           | (123,256  
|Prepaid and other assets                                                         |  |                           | (39,786   
|Accounts payable                                                                 |  |                           | 1,713,662 
|Accrued expenses                                                                 |  |                           | (345,914  
|                                                                                 |  |                           |           
|Net cash provided by operating activities                                        |  |                           | 222,843   
|                                                                                 |  |                           |           
|Cash flows from investing activities                                             |  |                           |           
|Purchase of property and equipment                                               |  |                           | (489,764  
|                                                                                 |  |                           |           
|Net cash used in investing activities                                            |  |                           | (489,764  
|                                                                                 |  |                           |           
|Cash flows from financing activities                                             |  |                           |           
|Net proceeds (repayments) from working capital line                              |  |                           | 1,482,000 
|Net (repayments) proceeds from term loans                                        |  |                           | (21,429   
|Net repayments from long-term debt                                               |  |                           | (711,429  
|Loan and mortgage repayments                                                     |  |                           | (346,607  
|Proceeds from the issuance of stock and stock options                            |  |                           | 29,109    
|Repurchase of common stock                                                       |  |                           |          
|                                                                                 |  |                           |           
|Net cash provided by (used in) financing activities                              |  |                           | 431,644   
|                                                                                 |  |                           |           
|Net increase (decrease) in cash and cash equivalents                             |  |                           | 164,723   
|Cash and cash equivalents, beginning of period                                   |  |                           | 219,420   
|                                                                                 |  |                           |           
|Cash and cash equivalents, end of period                                         |  | $                         | 384,143   
|                                                                                 |  |                           |           
|Supplemental Disclosure of Cash Flow Information                                 |  |                           |           
|Cash paid during the period for interest                                         |  | $                         | 417,752   
|                                                                                 |  |                           |           
|Cash paid during the period for income taxes                                     |  | $                         | 103,039   
|                                                                                 |  |                           |           

See accompanying notes to consolidated financial statements

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BERGER HOLDINGS, LTD. AND SUBSIDIARIESNotes to Consolidated Financial Statements (unaudited)

Note 1.Basis of Presentation:

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the
United States of America for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) considered necessary for a fair presentation have been included.

The financial statements include the accounts of Berger Holdings, Ltd. and its wholly owned subsidiaries, Berger Financial Corp., Berger Bros Company, Copper Craft, Inc. and Walker
Metal Products, Inc. (collectively, the Company). All inter-company transactions and balances have been eliminated.

The Company manufactures and
distributes roof drainage systems for both residential and commercial roofs. The Companys roof drainage product line, consisting of gutters, downspouts, soffits, fascias, snow guards, trim coil, custom metal architectural pieces, and other
associated accessories and fittings, is manufactured by the Company at its facilities located in Pennsylvania, Texas and Georgia. The Company sells roof drainage and ancillary products to wholesale distributors who sell directly to roofers and
contractors for use in the repair and replacement of roof drainage systems in existing buildings or for use in new construction. The principal raw materials used in manufacturing the Companys roof drainage and ancillary products are aluminum,
steel and copper.

The December 31, 2002 consolidated balance sheet has been reclassified to reflect the restoration of certain shares of common stock previously
held in treasury to the status of authorized but unissued shares pursuant to Section 1552 of the Pennsylvania Business Corporation Law.

Note 2.Stock Options:

The Company applies the intrinsic-value-based method of accounting prescribed by Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if
the current market price of the underlying stock exceeded the exercise price. SFAS No. 123, Accounting for Stock-Based Compensation, established accounting and disclosure requirements using a fair-value-based method of accounting for
stock-based employee compensation plans. As allowed by SFAS No. 123, as amended in SFAS No. 148, the Company has elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure
requirements.

Had compensation cost for the Companys common stock options been determined based upon the fair value of the options at the date of grant, as
prescribed under SFAS No. 123, as amended by SFAS No. 148, the Companys net income and earnings per share would have been the following pro forma amounts:

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|                                                                                                                                           |  | ThreeMonthsEndedJune30, |         | SixMonthsEndedJune30, |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------- | ------- | --------------------- | -
|                                                                                                                                           |  |                         |         |                       |  
|                                                                                                                                           |  | 2003                    |         | 2002                  |  
|                                                                                                                                           |  |                         |         |                       |  
|Net income, as reported                                                                                                                    |  | $                       | 445,841 |                       | $
|Deduct:Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |  |                         | 5,338   |                       |  
|                                                                                                                                           |  |                         |         |                       |  
|Pro forma net income                                                                                                                       |  | $                       | 440,503 |                       | $
|                                                                                                                                           |  |                         |         |                       |  
|Earnings per share:                                                                                                                        |  |                         |         |                       |  
|Basic-as reported                                                                                                                          |  | $                       | .09     |                       | $
|                                                                                                                                           |  |                         |         |                       |  
|Basic-pro forma                                                                                                                            |  | $                       | .09     |                       | $
|                                                                                                                                           |  |                         |         |                       |  
|Diluted-as reported                                                                                                                        |  | $                       | .07     |                       | $
|                                                                                                                                           |  |                         |         |                       |  
|Diluted-pro forma                                                                                                                          |  | $                       | .07     |                       | $
|                                                                                                                                           |  |                         |         |                       |  

The fair value of the options granted is estimated using the Black-Scholes option-pricing
model with the following weighted average assumptions:



|                        |  | ThreeMonthsEndedJune30, |   | SixMonthsEndedJune30, |  
|----------------------- |  | ----------------------- | - | --------------------- | -
|                        |  |                         |   |                       |  
|                        |  | 2003                    |   | 2002                  |  
|                        |  |                         |   |                       |  
|Risk-free interest rate |  | 3.83                    | % | 5.42                  | %
|Volatility              |  | 72                      | % | 72                    | %
|Expected dividend yield |  | 0                       | % | 0                     | %
|Expected option life    |  | 10 years                |   | 10 years              |  

Note 3.New Accounting
Pronouncements:

In November 2002, the Financial Accounting Standards Board (FASB) issued Interpretation No. 45, Guarantors Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This Interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability
for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation, which are applicable to guarantees issued or modified after December 31, 2002, did not have any effect on the Companys
consolidated financial statements. The disclosure requirements are effective for consolidated financial statements of interim or annual periods ending after December 15, 2002. At June 30, 2003, the Company was not a guarantor under any arrangement
that would require disclosure in the notes to these consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123. This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim
financial statements. Certain of the disclosure modifications are required for fiscal years and interim periods ending after December 15, 2002 and are included in the notes to these consolidated financial statements.

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In January 2003, the FASB issued FIN No. 46, which addresses consolidation by business enterprises of variable interest entities. This
interpretation clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do
not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 is applicable to variable interest entities created after January 31, 2003, and to variable
interest entities in which an enterprise obtains an interest after that date. A company with a variable interest in a variable interest entity created before February 1, 2003 shall apply the provisions of FIN No. 46 effective July 1, 2003. The
adoption of FIN No. 46 is not expected to have a material effect on the Companys consolidated financial statements.

The FASB has recently issued SFAS No.
149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities and SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. The adoption of these
accounting pronouncements is not expected to have a material impact on the Companys consolidated financial position or results of operations.

Note 4.Inventories:

Inventories are valued at the lower of cost or market. Cost is determined using the weighted average
method.

Components of inventories consist of the following:



|                            |  | June 30,2003 |           | December 31,2002 |  
|--------------------------- |  | ------------ | --------- | ---------------- | -
|                            |  |              |           |                  |  
|Raw materials and packaging |  | $            | 3,712,500 |                  | $
|Finished goods              |  |              | 2,897,782 |                  |  
|                            |  |              |           |                  |  
|Total inventories           |  | $            | 6,610,282 |                  | $
|                            |  |              |           |                  |  

Note 5.Debt:

Effective June 13, 2002, the Company replaced its credit facility from Fleet Bank, N.A., formerly Summit Bank, N.A., with a credit facility from Wachovia Bank, National Association.
The working capital loan obtained from the bank provides $9,500,000 of financing for a three-year term, with the borrowings bearing interest at LIBOR plus 2.75 percent, not to exceed the banks prime rate. Interest is payable monthly.
Borrowings under this working capital facility were $5,008,383 at June 30, 2003.

The Company also obtained a term loan from the bank, which provided $2,400,000 of
financing, with the borrowings bearing interest at LIBOR plus 2.60 percent, not to exceed the banks prime rate. Monthly principal payments of approximately $29,000 are required. This term loan is due June 1, 2009. The Company obtained a second
term loan from the bank on August 19, 2002, which provided $2,400,000 of financing, with the borrowings bearing interest at LIBOR plus 2.25 percent, not to exceed the banks prime rate. Monthly principal payments of $100,000 are required. The
second term loan was used to redeem $2,500,000 of the Companys 11% Subordinated Debenture. The second term loan is due August 1, 2004. The Company obtained a third term loan from the bank on January 31, 2003, which provided $750,000 of
financing, with borrowings bearing interest at LIBOR plus 3.00 percent, not to exceed the banks prime rate. The LIBOR on June 30, 2003 was 1.12%. Monthly payments of $125,000 beginning on September 1, 2004 and ending on February 1, 2005 are
required. The proceeds of the third term note were used to pay down one-half of the principal balance of $1,500,000 of the Companys 10% Subordinated Debenture, which was originally due on December 31, 2003. Total borrowings under these three
term loans were $4,207,143 at June 30, 2003.

Effective January 31, 2003, the maturity date for the $750,000 of remaining principal balance of the 10%

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Subordinated Debenture was extended to June 30, 2005 and the annual interest rate was increased to 12% for 2003, to 13% for 2004, and 14% for
2005.

All of the Companys loans with the bank are subject to certain financial covenants, which are monitored on a quarterly basis. The working capital
facility and term loans are secured by all of the Companys assets. On May 9, 2003, the Company and the bank amended certain of these financial covenants. As of June 30, 2003, the Company met all of the financial covenants, as
amended.

In addition to the above, at June 30, 2003, the Company had a mortgage loan of $2,332,678, capital leases of $768,201, and a note payable of $800,000
from a prior acquisition.

Note 6.Treasury Stock:

In May 1999, the Company received approval from its Board of Directors to begin an open market stock repurchase program under which the aggregate number of shares currently authorized for repurchase is 1,560,000. Of
this amount, the Company has repurchased a total of 814,625 shares, excluding the private purchase of 154,000 shares from various investors, as of June 30, 2003. Repurchases may continue to be made from time to time through open market purchases or
privately negotiated transactions at the discretion of the Company. The amount and timing of the repurchases will depend on market conditions and other factors. There were no purchases under this program during the six months ended June 30,
2003.

Note 7.Income Taxes:

Consolidated income tax expense for the three-month period ended June 30, 2003 results in an effective tax rate of 41.2%, while the six-month period ended June 30, 2003 results in an effective tax rate of 40.0%. Consolidated income tax
expense for the three-month and six-month periods ended June 30, 2002 resulted in an effective rate of 44.0%. The overall 2002 effective income tax rate was 43.0%, and the effective tax rate for 2003 reflects an estimate of pretax income and
non-deductible expenses.

| | ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operation
| | ------- | ------------------------------------------------------------------------------------

Results of Operations

Sales for the three-month period ended June 30, 2003 (the Current Quarter) were $12,657,841, an increase of 5.0%, or $601,325, as compared to $12,056,516 for the
three-month period ended June 30, 2002 (the Comparable Quarter). This increase in sales is attributable to the pent up demand caused by damage from the severe winter weather and growth within the existing business, partially offset by
lower sales due to the unusually wet spring.

Cost of sales was $10,317,026 in the Current Quarter as compared to $9,378,268 in the Comparable Quarter. As a
percentage of net sales, cost of sales increased to 81.5% in the Current Quarter from 77.8% in the Comparable Quarter. This percentage increase is mainly attributable to increases in aluminum and other raw material costs during the Current Quarter
as compared to the Comparable Quarter and reductions in sales prices on certain products due to increased competition.

Selling, administrative and general
expenses were $1,374,928 in the Current Quarter as compared to

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$1,518,050 in the Comparable Quarter. As a percentage of net sales, selling, administrative and general expenses decreased to 10.9% in the Current Quarter
compared to 12.6% in the Comparable Quarter. This decrease in expenses is primarily the result of a reduction in payroll and other operating expenses.

Income from
operations in the Current Quarter was $965,887, a decrease of $194,311, as compared to income from operations of $1,160,198 in the Comparable Quarter. This decrease in operating results during the Current Quarter is the result of the lower gross
margin on sales described above, partially offset by reductions in selling, administrative and general expenses.

Interest expense for the Current Quarter was
$212,103, a decrease of $93,841 or 30.7%, versus $305,944 for the Comparable Quarter. The decrease in interest expense is due to reduced principal balances and reduced interest rates on new term loans that were used to pay down higher interest rate
loans.

Income taxes for the Current Quarter were $312,851 versus $377,881 for the Comparable Quarter. This decrease is due to the reduced income from operations
as described above and a reduction in the effective tax rate from 44.0% to 41.2% as described in Note 7 to the Companys consolidated financial statements.

During the Current Quarter, the Company reported net income of $445,841, a decrease of $35,099, as compared to net income of $480,940 for the Comparable Quarter. This decrease in net income is a result of lower income from operations as
described above, partially offset by reductions in interest expense and income taxes as described above.

Sales for the six-month period ended June 30, 2003 (the
Current Half) were $21,441,468, a decrease of 2.1%, or $468,219, as compared to $21,909,687 for the six-month period ended June 30, 2002 (the Comparable Half). This decrease in sales is attributable to the extreme winter
weather during the first three months of 2003 and the wet spring during the Current Quarter, partially offset by sales growth during the Current Quarter as described above.

Cost of sales was $18,052,150 in the Current Half as compared to $17,437,684 in the Comparable Half. As a percentage of net sales, cost of sales increased to 84.2% in the Current Half from 79.6% in the Comparable Half.
This percentage increase is mainly attributable to increases in aluminum and other raw material costs during the Current Half as compared to the Comparable Half, reductions in sales prices on certain products due to increased competition and the
Companys inability to absorb fixed operating costs during the first three months of 2003 due to reduced levels of production based on lower sales levels.

Selling, administrative and general expenses were $2,698,247 in the Current Half as compared to $3,020,075 in the Comparable Half. As a percentage of net sales, selling, administrative and general expenses decreased to 12.6% in the Current
Half compared to 13.8% in the Comparable Half. This decrease in expenses is primarily the result of a reduction in payroll and other operating expenses.

Income
from operations in the Current Half was $691,071, a decrease of $760,857, as compared to income from operations of $1,451,928 in the Comparable Half. This decrease in operating results during the Current Half is the result of the lower gross margin
on sales previously described, partially offset by reductions in selling, administrative and general expenses.

Interest expense for the Current Half was $411,390,
a decrease of $192,906 or 31.9%, versus $604,296 for the Comparable Half. The decrease in interest expense is due to reduced principal balances and reduced interest rates on new term loans that were used to pay down higher interest rate
loans.

Income taxes for the Current Half were $115,983 versus $378,356 for the Comparable Half. This decrease is due to the reduced income from operations as
described above and a reduction in the effective tax rate from 44.0% to 40.0% as described in Note 7 to the Companys consolidated financial statements.

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During the Current Half, the Company reported net income of $173,974, a decrease of $307,571, as compared to net income of $481,545 for the
Comparable Half. This decrease in net income is a result of lower income from operations as described above, partially offset by reductions in interest expense and income taxes as described above.

Liquidity and Capital Resources

At June 30, 2003, the Company had long-term debt consisting of working capital loans of
$5,008,383, term loans of $4,207,143, a subordinated debenture with a remaining principal balance of $750,000, a note payable of $800,000 from a prior acquisition, capital leases of $768,201 and a mortgage for $2,332,678, resulting in total debt
outstanding of $13,866,405.

At June 30, 2003, working capital was $4,394,080, resulting in a current ratio of 1.5 to 1, as compared to working capital of
$3,287,711 and a ratio of 1.4 to 1 at December 31, 2002. This change in working capital is primarily the result of increases in accounts receivable, partially offset by increases in accounts payable, due to the seasonality of the Companys
business.

Current liabilities at June 30, 2003 totaled $8,644,921, consisting primarily of $6,556,978 in accounts payable and accrued expenses and $2,087,943 in
current maturities of long-term debt. At December 31, 2002, total current liabilities were $7,392,085, consisting primarily of $5,189,230 in accounts payable and accrued expenses and $2,202,855 in current maturities of long-term debt. The increase
in current liabilities is primarily due to an increase in accounts payable to support the seasonality of the Companys business, partially offset by a reduction in accrued expenses, which have been paid down during the Current Half.

At June 30, 2003, the Company had shareholders equity of $14,461,454, as compared to $14,258,371 at December 31, 2002. This change is primarily attributable to the
Current Halfs net income.

Net cash provided by operating activities for the Current Half was $222,843, as compared to $1,220,163 in the Comparable Half.
This decrease is primarily due to reductions in the Current Half net income, depreciation and amortization and inventories, while incurring a seasonal increase in accounts receivable due to the timing of sales.

Net cash used in investing activities was $489,764 in the Current Half as compared to $329,107 net cash used in the Comparable Half. Net cash used in investing activities in both the
Current and Comparable Halfs was used to upgrade facilities and purchase new equipment.

Net cash provided by financing activities totaled $431,644 in the
Current Half as compared to $1,324,850 net cash used in the Comparable Half. This change is primarily due to cash received from the working capital line during the Current Half to fund operations. Net cash used in financing activities during the
Comparable Half was used to pay down debt and purchase Common Stock.

The Companys contractual obligations and commercial commitments over the next five
years and beyond are as follows:



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|                            |  | Expected Cash Payments by Year (in thousands)
|--------------------------- |  | ---------------------------------------------
|                            |  |                                              
|Contractual Commitments     |  | Remainderof 2003                             
|                            |  |                                              
|Revolving credit            |  | $                                            
|Long term debt              |  |                                              
|Capital lease obligations   |  |                                              
|Operating lease obligations |  |                                              
|                            |  |                                              
|Total                       |  | $                                            
|                            |  |                                              

The Companys management believes that cash flows from operations
and available sources of financing are adequate for the Companys anticipated financing needs in the near term. As described in Note 5 to the Companys consolidated financial statements, the Company obtained a new credit facility on June
13, 2002. The cost and terms of any future financing arrangements will depend on market conditions and the Companys financial position at that time.

New Accounting
Pronouncements

In November 2002, the Financial Accounting Standards Board (FASB) issued Interpretation No. 45, Guarantors Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This Interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability
for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation, which are applicable to guarantees issued or modified after December 31, 2002, did not have any effect on the Companys
consolidated financial statements. The disclosure requirements are effective for consolidated financial statements of interim or annual periods ending after December 15, 2002. At June 30, 2003, the Company was not a guarantor under any arrangement
that would require disclosure in the notes to these consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123. This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim
financial statements. Certain of the disclosure modifications are required for fiscal years and interim periods ending after December 15, 2002 and are included in the notes to these consolidated financial statements.

In January 2003, the FASB issued FIN No. 46, which addresses consolidation by business enterprises of variable interest entities. This interpretation clarifies the application of
Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 is applicable to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise
obtains an interest after that date. A company with a variable interest in a variable interest entity created before February 1, 2003 shall apply the provisions of FIN No. 46 effective July 1, 2003. The adoption of FIN No. 46 is not expected to have
a material effect on the Companys consolidated financial statements.

The FASB has recently issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities and SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. The adoption of these accounting pronouncements is not expected to
have a material impact on the Companys consolidated financial position or results of operations.

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Forward-Looking Statements

The information presented herein
contains predictions, estimates and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements involve known and unknown
risks, uncertainties and other factors that may cause actual results, performance and achievements of the Company to differ materially from those expressed or implied by such forward-looking statements. Although management believes its plans,
intentions and expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that such plans, intentions, expectations, objects or goals will be achieved. Important factors that could cause
actual results to differ materially from those included in the forward-looking statements include but are not limited to: increases in the cost of raw materials; fluctuations in demand for the Companys products; weather conditions; future
acquisitions; attempts to expand the Companys operations; integration of acquired businesses; need for additional financing; competition; and dependence on key personnel.

| | ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk.
| | ------- | -----------------------------------------------------------

For information regarding the Companys exposure to
certain market risks, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in the Companys Annual Report on Form 10-K for the year ended December 31, 2002. There have been no significant changes since December 31, 2002 in
the Companys portfolio of financial instruments or market risk exposures.

| | ITEM 4. | Controls and Procedures.
| | ------- | ------------------------

The Companys management carried out an evaluation, under the supervision and with the
participation of the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Companys disclosure controls and procedures (pursuant to the Rule 13a-14 of the Securities Exchange Act of 1934) as of the end
of the period covered by this report. Based upon that evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective.

In addition, there were no changes in the Companys internal control over financial reporting that occurred during the period covered by this report that have materially affected
or are reasonably likely to materially affect these internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1 -
Legal Proceedings

None.

Item 2 -
Changes in Securities and Use of Proceeds.

| | (a) | Not applicable.
| | --- | ---------------

| | (b) | Not applicable.
| | --- | ---------------

| | (c) | Not applicable.
| | --- | ---------------

| | (d) | Not applicable.
| | --- | ---------------

Item 3 -
Defaults Upon Senior Securities.

None.

Item 4 -
Submission of Matters to a Vote of Securities Holders.

None.

Item 5 -
Other Information.

None.

Item 6 -
Exhibits and Reports on Form 8-K.

| | (a) | Exhibit 31.1     Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | --- | --------------------------------------------------------------------------------------------------------------------

Exhibit 31.2     Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32     Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

Exhibit 99     Press Release dated August 14, 2003.

| | (b) | None.
| | --- | -----

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SIGNATURES

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



| |  | BERGER HOLDINGS, LTD.                                   
| |  | --------------------------------------------------------
| |  | By:                                                     
| |  |                                                         
| |  | Joseph F. WeidermanChief Executive Officer and President



| |  |                                                                                                                                                       
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                   
| |  |                                                                                                                                                       
| |  | Francis E. Wellock, Jr.Executive Vice President - Finance and Chief Financial Officer(Principal Financial and Accounting
Officer)Date: August 14, 2003

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EXHIBIT INDEX



|Exhibit 31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                     
|------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|             |  |                                                                                                                                                         
|Exhibit 31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                     
|             |  |                                                                                                                                                         
|Exhibit 32   |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|             |  |                                                                                                                                                         
|Exhibit 99   |  | Press Release dated August 14, 2003.