SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003.


[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ________________


                          Commission File No. 333-22997

                         SPECTRUM ORGANIC PRODUCTS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

       California                                               94-3076294
 ----------------------                                    --------------------
(State of incorporation)                                  (I.R.S. Employer
                                                          Identification Number)

  5341 Old Redwood Highway, Suite 400
      Petaluma, California 94954                            (707)778-8900
 --------------------------------------               -------------------------
(Address of principal executive offices)             (Issuer's telephone number)


Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X]   No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan conformed by court. Yes [ ] No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: Common Stock, no par value,
45,705,571 shares as of May 9, 2003.
Transitional Small Business Disclosure Format: Yes[ ]   No [X]


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PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
-----------------------------


                               SPECTRUM ORGANIC PRODUCTS, INC.
                                       BALANCE SHEETS



                                           ASSETS


                                                               (Unaudited)
                                                                 March 31,     December 31,
                                                                   2003            2002
                                                               ------------    ------------
Current Assets:
   <S>                                                         <C>             <C>
   Cash                                                        $      1,000    $      1,000
   Accounts receivable, net                                       3,665,400       3,075,200
   Inventories, net                                               7,235,000       5,269,600
   Prepaid expenses and other current assets                        176,500          79,600
                                                               ------------    ------------
     Total Current Assets                                        11,077,900       8,425,400

Property and Equipment, net                                       3,702,500       3,447,400

Other assets, net                                                   301,700         313,900
                                                               ------------    ------------
Total Assets                                                   $ 15,082,100    $ 12,186,700
                                                               ============    ============

                            LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Bank overdraft                                              $    760,200    $    589,300
   Line of credit                                                 3,840,000       2,479,800
   Accounts payable                                               4,290,400       3,330,000
   Accrued expenses                                                 730,100         722,500
   Income taxes payable                                              37,800         176,000
   Current maturities of notes payable and capitalized lease
     obligations                                                    257,600         256,000
   Current maturities of notes payable, former stockholder          187,500         187,500
   Current maturities of notes payable, stockholders                 89,900          87,600
                                                               ------------    ------------
     Total Current Liabilities                                   10,193,500       7,828,700

Notes payable and capitalized lease obligations, less
  current maturities                                                214,100         278,900
Notes payable, former stockholder, less current maturities          634,700         676,800
Notes payable, stockholders, less current maturities                105,000         128,400
Deferred rent                                                        25,300            --
                                                               ------------    ------------
Total Liabilities                                                11,172,600       8,912,800
                                                               ------------    ------------
Stockholders' Equity:
   Preferred stock, 5,000,000 shares authorized, no shares
       issued or outstanding                                           --              --
   Common stock, no par value, 60,000,000 shares authorized,
       45,705,571 issued and outstanding at March 31, 2003
       and December 31, 2002                                      9,430,100       9,430,100
   Accumulated deficit                                           (5,520,600)     (6,156,200)
                                                               ------------    ------------
Total Stockholders' Equity                                        3,909,500       3,273,900
                                                               ------------    ------------
Total Liabilities and Stockholders' Equity                     $ 15,082,100    $ 12,186,700
                                                               ============    ============


                         The accompanying notes are an integral part
                                of the financial statements.

                                             2
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                         SPECTRUM ORGANIC PRODUCTS, INC.
                            STATEMENTS OF OPERATIONS



                                                             (Unaudited)
                                                         Three Months Ended
                                                      March 31,       March 31,
                                                        2003            2002
                                                    ------------    ------------

<S>                                                 <C>             <C>
Net Sales                                           $ 10,308,600    $ 11,279,400
Cost of Goods Sold                                     7,235,800       8,334,500
                                                    ------------    ------------
Gross Profit                                           3,072,800       2,944,900
                                                    ------------    ------------
Operating Expenses:
   Sales and Marketing                                 1,432,600       1,610,500
   General and Administrative                            897,600         822,500
                                                    ------------    ------------
   Total Operating Expenses                            2,330,200       2,433,000
                                                    ------------    ------------
Income from Operations                                   742,600         511,900
                                                    ------------    ------------
Other Income (Expense):
   Interest Expense                                      (70,400)       (167,300)
   Other, net                                              1,200         (13,300)
                                                    ------------    ------------
Total Other Expenses                                     (69,200)       (180,600)
                                                    ------------    ------------

Income Before Taxes                                      673,400         331,300
Provision for Income Taxes                               (37,800)           --
                                                    ------------    ------------
Net Income                                          $    635,600    $    331,300
                                                    ============    ============

Basic and Fully Diluted Income Per Share            $       0.01    $       0.01
                                                    ============    ============

Basic Weighted Average Shares Outstanding             45,705,571      45,698,661
                                                    ============    ============

Fully Diluted Weighted Average Shares Outstanding     46,108,429      46,120,930
                                                    ============    ============


                   The accompanying notes are an integral part
                          of the financial statements.

                                       3
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                            SPECTRUM ORGANIC PRODUCTS, INC.
                               STATEMENTS OF CASH FLOWS



                                                                 (Unaudited)
                                                              Three Months Ended
                                                           March 31,       March 31,
                                                             2003            2002
                                                         ------------    ------------

Cash Flows from Operating Activities:
<S>                                                      <C>             <C>
Net Income                                               $    635,600    $    331,300
  Adjustments to Reconcile Net Income to Net
   Cash Used in Operating Activities:
  Provision for uncollectible receivables                      21,300         164,400
  Provision for inventory obsolescence                         74,700         (29,500)
  Depreciation and amortization                               103,700         105,000
  Imputed interest on note payable, former stockholder          4,700           5,500
  Imputed interest on common stock purchase warrants             --            13,800

Changes in Assets and Liabilities:
  Accounts receivable                                        (611,500)     (1,171,100)
  Inventories                                              (2,083,100)        (49,100)
  Prepaid expenses and other current assets                   (96,900)       (105,300)
  Other assets                                                 10,900            --
  Accounts payable                                          1,003,400         373,100
  Income taxes payable                                        138,200           --
  Accrued expenses and other liabilities                       33,000         155,000
                                                         ------------    ------------
Net Cash Used in Operating Activities                      (1,042,400)       (218,700)
                                                         ------------    ------------

Cash Flows from Investing Activities:
  Purchase of property and equipment                         (357,600)       (103,600)
                                                         ------------    ------------
Net Cash Used in Investing Activities                        (357,600)       (103,600)
                                                         ------------    ------------

Cash Flows From Financing Activities:
  Increase in bank overdraft                                  170,900         549,000
  Proceeds from line of credit                             11,039,300      10,050,400
  Repayment of line of credit                              (9,679,100)    (10,142,300)
  Repayment of notes payable, former stockholder              (46,900)        (46,900)
  Repayment of notes payable, stockholders                    (21,100)        (31,300)
  Repayment of bank term notes payable                        (51,600)        (51,600)
  Repayment of capitalized lease obligations                  (11,500)        (16,800)
                                                         ------------    ------------
Net Cash Provided by Financing Activities                   1,400,000         310,500
                                                         ------------    ------------
Net Increase in Cash                                             --              --
Cash, beginning of the year                                     1,000           1,200
                                                         ------------    ------------
Cash, end of the period                                  $      1,000    $      1,200
                                                         ============    ============
Supplemental Disclosure of Cash Flow Information:
  Cash paid for income taxes                             $    176,000    $       --
  Cash paid for interest                                 $     69,800    $    158,100



                      The accompanying notes are an integral part
                             of the financial statements.

                                          4
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<PAGE>


SPECTRUM ORGANIC PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS

1.   Basis of Presentation:

     These are unaudited interim financial statements and include all
     adjustments (consisting of normal recurring accruals) which, in the opinion
     of Management, are necessary in order to make the financial statements not
     misleading. These financial statements have been prepared in accordance
     with the instructions to Form 10-Q and do not include certain disclosures
     required by accounting principles generally accepted in the United States
     of America. Accordingly, the statements should be read in conjunction with
     Spectrum Organic Products, Inc. financial statements and notes thereto
     included in the Company's Annual Report on Form 10-K for the year ended
     December 31, 2002. Operating results for the three-month period ended March
     31, 2003 are not necessarily indicative of the results that may be expected
     for the entire year ending December 31, 2003 or future periods.

     Certain reclassifications have been made to the prior year unaudited
     interim financial statements to be consistent with the presentation at
     March 31, 2003. These reclassifications had no impact on net income or
     retained earnings.

2.   Inventories:

     Inventories consisted of the following:

                                                March 31,      December 31,
                                                  2003             2002
                                               ----------       ----------

     Finished goods                            $6,021,500       $4,409,500
     Raw materials                                914,400        1,350,500
     Deposits on inventory                        619,300           57,600
                                               ----------       ----------
     Total Inventories                          7,555,200        5,817,600
     Less: Reserve for obsolete inventory        (320,200)        (548,000)
                                               ----------       ----------
     Net Inventories                           $7,235,000       $5,269,600
                                               ==========       ==========

     Deposits on inventory primarily represents flaxseed paid for prior to its
     receipt at the Company's production facility.

3.   Commitments and Contingencies:

     Pending Litigation
     ------------------

     In October 2000 the Company was notified by counsel for GFA Brands, Inc.
     ("GFA") that nutritional claims pertaining to Spectrum Naturals(R) Organic
     Margarine were infringing upon two patents issued in the United States that
     pertain to particular fat compositions suitable for human ingestion. The
     patent holder exclusively licensed each of these patents to GFA. Management
     believes that the margarine does not infringe upon either patent, and
     further, that the patents are unenforceable. Management engaged legal
     counsel that specializes in this area and received an opinion letter in

                                       5

<PAGE>


     February 2001 confirming that, in the opinion of counsel, the manufacture
     or sale of Spectrum Naturals(R) Organic Margarine does not infringe upon
     the GFA patents, either literally or under the doctrine of equivalents.

     The Company filed a complaint against GFA for declaratory judgment of
     non-infringement and invalidity of the two patents on August 28, 2001 in
     the U.S. District Court for Northern California. The Complaint requests a
     declaratory judgment that the margarine does not infringe either patent, a
     declaratory judgment that both patents are invalid, that GFA be enjoined
     from threatening or asserting any action for infringement of either patent,
     and attorney's fees.

     GFA subsequently filed a motion to transfer venue to the U.S. District
     Court for New Jersey (the "court"). The Company filed its opposition to
     that motion, however, the motion to transfer venue was granted in January
     2002. The case is currently in the discovery phase. Markman briefs, in
     which each side presents its arguments on how the patent claims should be
     construed, are due from both GFA and Spectrum in July. In most patent
     infringement cases, the court's determination of how the patent claims
     should be interpreted is the central issue. A settlement hearing has been
     tentatively scheduled by the court for July 21, 2003.

     Management believes the Company has meritorious defenses and that a loss is
     not probable on the patent infringement complaint at this time.
     Accordingly, no provision for loss has been recorded at March 31, 2003.

     Safety Violations and Workers' Compensation Appeals
     ---------------------------------------------------

     On April 25, 2002 a tragic industrial accident occurred at the Company's
     manufacturing facility located in Petaluma, California in which two
     employees died from asphyxiation during regular routine maintenance of
     empty oil tanks. An investigation has been completed by the State of
     California Division of Occupational Safety and Health ("CAL-OSHA") and the
     Petaluma Police Department. On October 18, 2002 Management met with
     CAL-OSHA and received their report and notice of proposed penalties. The
     Company received nine citations from CAL-OSHA for safety violations with
     total proposed penalties of $137,900. The Company has filed an appeal with
     CAL-OSHA in the hopes of reducing the citations and proposed penalties.

     In addition, the estates of the deceased employees have both filed
     applications to the Workers' Compensation Appeals Board of the State of
     California for an increased death benefit for serious and willful
     misconduct by the Company. These two applications are for an additional
     death benefit of $62,500 each, to be paid by the Company, should the
     estates successfully establish that the Company intentionally and willfully
     allowed unsafe working conditions to exist. The report from CAL-OSHA did
     not include any willful citations against the Company, therefore, the
     Company intends to defend itself vigorously and believes it has meritorious
     defenses. As of March 31, 2003 the Company had an industrial accident
     reserve of $145,500 to cover the anticipated settlement of these issues
     plus attorney's fees.

4.   Subsequent Event:

     On April 15, 2003 the Company entered into an intellectual property
     purchase agreement (the "IP Agreement") with Tenere Life Sciences, Inc.
     ("Tenere") and Mr. Rees Moerman, both unaffiliated third parties. Mr.
     Moerman is an engineer and lipid scientist who developed proprietary

                                       6

<PAGE>


     techniques for the benign extraction of oil from oil-bearing vegetable
     seeds. The Company has utilized Mr. Moerman's techniques under the
     SpectraVac and LOCET Technology License Agreement (the "License Agreement")
     for the production of flax oil and other nutritional oils since 1990. Under
     the License Agreement, the Company paid royalties to Mr. Moerman on its
     sales of products which were manufactured utilizing the intellectual
     property. Mr. Moerman assigned his rights to the intellectual property to
     Tenere on January 21, 2003.

     In accordance with the IP Agreement, the Company purchased the intellectual
     property outright for $550,000 to be paid in two equal installments on
     April 30, 2003 and October 30, 2003. In exchange the Company will no longer
     be obligated to pay royalties to Tenere effective April 1, 2003. Final
     royalties paid to Tenere for the three months ended March 31, 2003 were
     $50,700. Royalties paid during the years ended December 31, 2002 and 2001
     were $162,500 and $152,000, respectively.

5.   Stock-based Compensation:

     Statement of Financial Accounting Standards No. 123, "Accounting for
     Stock-Based Compensation" ("SFAS 123"), established a fair value method of
     accounting for stock-based compensation plans and for transactions in which
     an entity acquires goods or services from non-employees in exchange for
     equity instruments. As permitted under SFAS 123, the Company has chosen to
     continue to account for employee stock-based compensation using the
     intrinsic value method prescribed in Accounting Principles Board Opinion
     No. 25, "Accounting for Stock Issued to Employees". Accordingly,
     compensation expense for employee stock options is measured as the excess,
     if any, of the fair market price of the Company's stock at the date of
     grant over the amount an employee must pay to acquire the stock.
     Compensation expense arising from options granted to non-employees is
     recorded over the service period at the estimated fair value of the options
     granted.

     All stock options issued to employees have an exercise price not less than
     the fair market value of the Company's common stock on the date of grant.
     In accordance with the accounting for such options utilizing the intrinsic
     value method, there is no related compensation expense recorded in the
     Company's financial statements. Had compensation expense for stock-based
     compensation been determined based on the fair value of the options at the
     grant dates consistent with SFAS 123, the Company's net income and net
     income per share for the three months ended March 31, 2003 and 2002 would
     have been adjusted to the pro-forma amounts presented below:

     Three months ended March 31,                      2003              2002
     --------------------------------------------------------------------------
     Net income as reported                          $635,600          $331,300
     Less: Total compensation expense under
       fair value method for all stock-based
       awards, net of related tax effects
                                                      (68,000)          (50,000)
                                                     --------          --------
     Pro-forma net income                            $567,600          $281,300
                                                     ========          ========
     Basic and diluted income per share:
       As reported                                     $ 0.01            $ 0.01
       Pro-forma                                       $ 0.01            $ 0.01

                                       7

<PAGE>


          The fair value of option grants for 2003 was estimated on the date of
          grant utilizing the Black-Scholes option-pricing model, with the
          following assumptions: expected life of five years, risk-free interest
          rate of 2.5%, no dividend yield and volatility of 115%.

          The fair value of option grants for 2002 was estimated on the date of
          grant utilizing the Black-Scholes option-pricing model, with the
          following assumptions: expected life of five years, risk-free interest
          rate of 2.5%, no dividend yield and volatility of 214%.


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

     The following discussion should be read in conjunction with the financial
     statements and related notes and other information included in this report.
     The financial results reported herein are not necessarily indicative of the
     financial results that may be achieved by the Company in any future period.

     Investors should carefully consider the following information as well as
     other information contained in this report. Information included in this
     report contains "forward-looking statements" which can be identified by the
     use of forward-looking terminology such as "believes," "expects," "may,"
     "should" or "anticipates" or the negative thereof or other variations
     thereon or comparable terminology, or by discussions of strategy. No
     assurance can be given that the future results covered by the
     forward-looking statements will be achieved. The following matters
     constitute cautionary statements identifying important factors with respect
     to such forward-looking statements, including certain risks and
     uncertainties that could cause actual results to vary materially from the
     future results covered in such forward-looking statements. Other factors
     could also cause actual results to vary materially from the future results
     covered in such forward-looking statements.

     The Company's operating results could vary from period to period as a
     result of a number of factors. These factors include, but are not limited
     to, the purchasing patterns of significant customers, the timing of new
     product introductions by the Company and its competitors, the amount of
     slotting fees, new product development and advertising expenses incurred by
     the Company, variations in sales by distribution channel, fluctuations in
     market prices and availability of raw materials, competitive pricing
     policies and situations that the Company cannot foresee. These factors
     could cause the Company's performance to differ from investor expectations,
     resulting in volatility in the price of the common stock.

     Introduction:

     Spectrum Organic Products, Inc. ("SPOP" or the "Company") competes
     primarily in three product categories: natural and organic foods sold under
     the Spectrum Naturals(R) brand, nutritional supplements sold under the
     Spectrum Essentials(R) brand, and industrial ingredients sold by the
     Spectrum Ingredients sales force for use by other manufacturers. The vast
     majority of the Company's products are oil-based and the Company has
     positioned itself as "The Good Fats Company".

     Within the Spectrum Naturals(R) brand, the Company's products include olive
     oils and other culinary oils, salad dressings, condiments and
     butter-substitutes such as Spectrum Organic Margarine(R) and Spectrum

                                       8

<PAGE>


     Spread(R). All of the Company's culinary products feature healthy fats,
     contain no hydrogenated fats and are offered in a variety of sizes and
     flavors in both organic and conventional offerings.

     Within the Spectrum Essentials(R) brand, the Company's products include
     organic flax oils, borage oil, Norwegian fish oil and other essential fatty
     acids in both liquid and capsule forms. The Spectrum Essentials(R) products
     are cold-pressed, nutritionally rich sources of Omega-3 and Omega-6
     essential fatty acids and are also offered in a variety of sizes and
     styles.

     The Spectrum Ingredients (formerly known as Spectrum Commodities, Inc.)
     sales force offers organic culinary oils, vinegar and nutritional oils to
     other manufacturers for use in their products. In addition, they bring
     incremental purchasing power to the Company resulting in higher margins for
     the consumer branded product lines.

     The Company was formed on October 6, 1999 by the four-way reverse merger of
     Spectrum Naturals, Inc. ("SNI"), its affiliate Spectrum Commodities, Inc.
     ("SCI"), Organic Ingredients, Inc. ("OI"), with and into Organic Food
     Products, Inc. ("OFPI"). OFPI was the registrant prior to the merger, but
     since a controlling interest in the Company is held by former SNI
     stockholders, the merger was accounted for as a reverse acquisition, with
     SNI as accounting acquirer and OI and OFPI as accounting acquirees.

     On June 11, 2001 the Company sold the OFPI tomato-based product lines to
     Acirca, Inc., an unrelated third party. On April 25, 2002 the Company sold
     the OI industrial ingredient business in fruits, vegetables, concentrates
     and purees to Acirca. Accordingly, results for the three months ended March
     31, 2002 include the operating results associated with the OI disposed
     product lines.

     The two dispositions have significantly strengthened the Company from a
     liquidity and working capital standpoint. The Company now plans to focus
     its resources on its core business in healthy oils, butter substitutes and
     essential fatty acid nutrition.

     Critical Accounting Policies and Estimates
     ------------------------------------------

     The following discussion and analysis of the Company's financial condition
     and results of operations is based upon the Company's financial statements,
     which have been prepared in accordance with accounting principles generally
     accepted in the United States of America. The preparation of these
     financial statements requires the Company to make estimates and judgments
     that affect the reported amounts of assets, liabilities, revenues and
     expenses. The Company bases its estimates on historical experience and
     various other assumptions that are believed to be reasonable under the
     circumstances, the results of which form the basis for the carrying values
     of assets and liabilities that are not readily apparent from other sources.
     On an on-going basis, the Company re-evaluates all of its estimates,
     including those related to accounts receivable allowances, inventory
     reserves, the industrial accident reserve and the deferred tax asset
     valuation allowance. Actual results may differ materially from these
     estimates under different assumptions or conditions and as additional
     information becomes available in future periods.

     The Company believes the following are the more significant judgments and
     estimates used in the preparation of its financial statements:

                                       9

<PAGE>


     Accounts Receivable Allowances - The Company provides allowances against
     accounts receivable for estimated bad debts, returns and deductions by
     customers for trade promotions and programs. These allowances are based
     upon the Company's historical experience with bad debt write-offs and
     customer deductions, customer creditworthiness, payment trends and general
     economic conditions. Allowances for bad debts and customer deductions were
     $437,300 at March 31, 2003 on gross trade accounts receivable of
     $4,046,600. While this estimate is one of the more significant estimates
     the Company makes in the preparation of its financial statements,
     Management does not consider it to be highly uncertain.

     Inventory Reserves - The Company establishes reserves for obsolete, excess
     and slow-moving inventories in order to properly value its inventory at the
     lower of cost or market. The reserve estimates are based upon historical
     inventory usage, spoilage, current market conditions, and anticipated
     future demand. Reserves for obsolete inventories were $320,200 at March 31,
     2003 on total gross inventories of $7,598,200. While this estimate is one
     of the more significant estimates the Company makes in the preparation of
     its financial statements, Management does not consider it to be highly
     uncertain.

     Deferred Tax Asset Valuation Allowance - As of December 31, 2002 the
     Company had deferred tax assets of $1,997,900 primarily resulting from net
     operating loss carryforwards ("NOLS"). At December 31, 2002 the NOLS
     consisted of $5,200,000 of Federal NOLS that expire at various times
     through 2021, and $2,800,000 of state NOLS that expire at various times
     through 2012. The majority of the NOLS originated from the pre-merger
     operations of OFPI. As a result of OFPI's acquisition by SNI, OFPI
     experienced an ownership change in excess of 50% for federal and state
     income tax purposes. Therefore, an annual limitation is placed by the
     taxing authorities on the Company's right to realize the benefit of the
     pre-merger NOLS. Management is unable to determine whether it is more
     likely than not that the net deferred tax assets will be realized.
     Accordingly, Management maintains a 100% valuation allowance against the
     net deferred tax assets for all periods presented in the financial
     statements. This valuation allowance is highly uncertain because its value
     depends upon the future taxable income of the Company. It will continue to
     be evaluated during 2003 in light of the Company's operating results to
     determine whether it should be fully or partially reversed at some future
     point.

     Industrial Accident Reserve - During the second quarter of 2002, the
     Company established a reserve of $200,000 to cover anticipated future
     expenses associated with an industrial accident that occurred on April 25,
     2002 (see Note 3). The reserve was established to cover anticipated
     citations and fines from CAL-OSHA, applications to the Workers'
     Compensation Appeals Board of the State of California for serious and
     willful misconduct penalties to be levied against the Company, and
     attorney's fees. As of March 31, 2003 there was $145,500 remaining in the
     industrial accident reserve. This reserve is highly uncertain because the
     CAL-OSHA proposed fines of $137,900 have been appealed and the applications
     to the Workers' Compensation Appeals Board for serious and willful
     misconduct penalties, if litigated, are an all-or-nothing proposition under
     which the Company will either be liable for $125,000 in total or nothing.
     The Company does not anticipate that the Workers' Compensation Appeals will
     be litigated, based upon the advice of its attorneys. Furthermore, the
     reserve does not cover potential criminal penalties against the Company
     which the Sonoma County District Attorney's office can levy for up to three
     years following the accident. There have been no criminal actions filed
     against the Company as of the date of this report, however, the possibility
     does exist and Management is unable to reasonably estimate the potential
     financial impact of a criminal filing as of the date of this report.

                                       10

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     ---------------------------------------------------------------------------
     Results of Operations for the Three Month Periods Ending March 31, 2003 and
     March 31, 2002
     ---------------------------------------------------------------------------

     Summary of Results:

     Management believes that Earnings Before Interest, Taxes, Depreciation and
     Amortization ("EBITDA") is an important measure of the Company's operating
     performance. For the three months ended March 31, 2003 EBITDA was $846,300
     compared to $616,900 for the prior year, an increase of $229,400 or 37%.
     The improved performance in 2003 is discussed below and was primarily
     attributable to increased gross profit and lower sales and marketing
     expense, partially offset by increased general and administrative expenses.

     While Management believes that EBITDA is a useful measure of the Company's
     financial performance, it should not be construed as an alternative to
     income from operations, net income or cash flows from operating activities
     as determined in accordance with accounting principles generally accepted
     in the United States of America. Furthermore, the Company's calculation of
     EBITDA may be different from the calculation used by other companies,
     thereby limiting comparability.

     The Company's calculations to arrive at EBITDA are detailed in the
     following table:


                                               Three Months Ended March 31,
                                                -------------------------
                                                  2003             2002
                                                --------         --------
     Income from Operations                     $742,600         $511,900
     Add back depreciation and amortization      103,700          105,000
                                                --------         --------
     EBITDA                                     $846,300         $616,900
                                                ========         ========

     Revenues:

     SPOP's net sales for the three months ended March 31, 2003 were $10,308,600
     compared to $11,279,400 for 2002, a decrease of $970,800 or 9%. The
     decrease in 2003 was entirely due to the lost sales associated with the OI
     product lines which were sold in April 2002. Comparable net sales (after
     the elimination of disposed or discontinued product lines from both
     periods) increased by 14% as detailed in the following table:

                                                          Three Months Ended March 31,
                                                          ----------------------------
                                                         2003          2002     % Change
                                                         ----          ----     --------
     <S>                                            <C>           <C>              <C>
     Spectrum Naturals(R)Culinary Products           $ 4,598,100   $ 3,796,000     +21%
     Spectrum Essentials(R)Nutritional Supplements     2,446,300     2,450,000       0%
     Spectrum Ingredients/Private Label Products       3,212,000     2,775,100     +16%
                                                     -----------   -----------    -----
     Comparable Net Sales                             10,256,400     9,021,100     +14%
     Disposed/Discontinued Product Lines                  52,200     2,258,300     -98%
                                                     -----------   -----------    -----
       Total Net Sales                               $10,308,600   $11,279,400      -9%
                                                     ===========   ===========    =====

                                           11
</TABLE>

<PAGE>


     Within the Spectrum Naturals(R) culinary products, sales were significantly
     higher than prior year in packaged oils (+20%), salad dressings and dips
     (+26%) and packaged mayonnaise (+16%). The Company introduced eight new
     flavors of dressings and dips in new packaging during the fourth quarter of
     2002. The Company's culinary oils continued to benefit from increased
     consumer awareness of the importance of healthy fats in one's diet.

     Spectrum Essentials(R) nutritional supplement sales were flat versus the
     prior year, as a result of lower promotional activity as the Company
     rebuilt its safety stocks. During the fourth quarter of 2002, the Company
     was unable to meet its demand for flax oil due to a shortage of flaxseed.
     The Company arranged new sources of flaxseed supply during the first
     quarter of 2003 and was able to meet demand for its flax oil products. The
     cost of the flaxseed was sharply higher than the prior year, however.

     The Spectrum Ingredients sales were up 16% versus the prior year on the
     strength of increased customer demand for trans fat free oils. During the
     first quarter there was additional media coverage of commitments by several
     Fortune 500 companies to eliminate hydrogenated fats from their products.

     Cost of Goods Sold:

     The Company's cost of goods sold decreased sharply as a percent of net
     sales for the three-month period ended March 31, 2003 to 70.2% compared to
     73.9% for the same period in 2002. The decrease was due primarily to the
     disposed OI industrial ingredient product lines in April 2002 which
     featured lower margins than the Company's branded product lines, which more
     than offset increased costs in the Company's flax oil product lines as a
     result of the higher cost of flaxseed.

     Gross Profit:

     Gross profit for 2003 was $3,072,800 versus $2,944,900 for 2002, an
     increase of $127,900 or 4%. Gross profit as a percentage of net sales
     (gross margin) was 29.8% for 2003 versus 26.1% for 2002, as a result of the
     disposed OI product lines, which more than offset the margin erosion in the
     Spectrum Essentials(R) product lines as a result of the higher flaxseed
     cost.

     Sales and Marketing Expenses:

     The Company's sales and marketing expenses for 2003 were $1,432,600 or
     13.9% of net sales, versus $1,610,500 or 14.3% of net sales for 2002. The
     decrease in spending of $177,900 in 2003 was primarily attributable to the
     elimination of eleven full time employees formerly associated with the OI
     product lines disposed of on April 25, 2002.

     General and Administrative Expenses:

     The Company's general and administrative expenses for 2003 were $897,600 or
     8.7% of net sales, versus $822,500 or 7.3% of net sales for 2002. The
     increase in spending of $75,100 was primarily attributable to increased
     rent and the expenses associated with the move to the Company's new
     headquarters facility.

                                       12

<PAGE>


     Interest Expense:

     The Company's interest expense for 2003 was $70,400 versus $167,300 for
     2002. The reduction of $96,900 or 58% was primarily attributable to lower
     borrowing levels under the Company's line of credit as a result of the
     April 2002 sale of the OI product lines. Average borrowings outstanding
     during 2003 were $1,817,000 lower than 2002. The weighted average effective
     interest rate under the line of credit was approximately 150 basis points
     lower in 2003, primarily as a result of financial targets achieved by the
     Company in 2001, which lowered the premium over the prime rate assessed by
     its primary lender effective April 1, 2002.

     Also contributing to the reduced interest expense in 2003 was the non-cash
     interest expense on the private placement notes of $13,800 during the prior
     year, which did not recur since the notes were retired one year early in
     December 2002.

     Provision for Income Taxes:

     During the three months ended March 31, 2003 the Company recorded a
     provision for state income taxes of $37,800 versus zero for 2002. The
     Company has federal net operating loss carryovers sufficient to offset all
     federal income taxes due on its estimated taxable income for 2003. However,
     the State of California recently announced a two-year moratorium on the use
     of net operating loss carryovers, as a result of a budget crisis, effective
     January 1, 2002. Consequently, the Company paid $176,000 in estimated state
     income taxes due for 2002 during the first quarter and will owe state
     income taxes for 2003 estimated at 9% of its taxable income. The Company
     estimates that its taxable income for the first quarter of 2003 was
     approximately $420,000.

     Due to continued uncertainty regarding the Company's realization of
     deferred tax assets, the Company maintained a 100% reserve at March 31,
     2003 against the Company's net deferred tax assets. In light of the
     Company's operating results, this reserve will continue to be evaluated
     during 2003 to determine whether it should be fully or partially reversed
     at some future point.

     Net Income:

     The Company reported net income of $635,600 versus net income of $331,300
     for the three-month periods ended March 31, 2003 and 2002, respectively.
     The improvement in 2003 was primarily due to higher gross profit, lower
     operating expenses and lower interest expense, partially offset by the
     provision for state income taxes necessary in 2003.

     Seasonality:

     Historically, the Company has experienced little seasonal fluctuation in
     revenues. With regards to product purchasing, the Company will seasonally
     contract for certain raw materials for the entire year at harvest time or
     at planting time. These purchases take place annually from early spring to
     mid-summer and are effected to reduce the risk of price swings due to
     demand fluctuations. These annual purchases can create overages and
     shortages in inventory.

     Liquidity and Capital Resources:

     The Company maintains a credit facility (the "Credit Agreement") with its
     primary lender, Wells Fargo Business Credit ("WFBC"), consisting of a
     $9,000,000 revolving line of credit and term debt that bear interest at

                                       13

<PAGE>


     prime plus 1% and 1.25%, respectively. The Credit Agreement is secured by
     substantially all assets of the Company and life insurance policies on the
     CEO and Chairman of the Board. Advances under the revolving line of credit
     are limited to a borrowing base consisting of certain eligible accounts
     receivable and inventory.

     The Company could not operate its business without the Credit Agreement
     with WFBC or one similar to it. At March 31, 2003 the Company satisfied all
     financial covenants and all other requirements under the Credit Agreement.
     The Credit Agreement calls for continued satisfaction of various financial
     covenants for 2003 and beyond.

     During 2003 the Company used $1,042,400 in cash from operating activities,
     compared to using $218,700 in cash in 2002. The increase in cash used was
     primarily due to increased inventory levels as the Company rebuilt its
     safety stock of flax oil products in the wake of the flaxseed shortage
     during late 2002. Seed inventories were sharply higher as a result of
     higher costs and the requirement to pay for seed in advance prior to
     shipment due to intense competition. Partially offsetting the increased
     inventories were higher levels of accounts payable associated with the same
     issues.

     Cash used in investing activities was $357,600 in 2003 compared to $103,600
     in 2002. The cash was invested by the Company in machinery and equipment,
     primarily for a new rotary labeler and six used expeller presses.

     Cash provided by financing activities was $1,400,000 in 2003 compared to
     $310,500 in 2002. The increase in funds provided from financing during 2003
     primarily reflected increased borrowing under the revolving line of credit
     to finance the equipment purchases and the cash used for operating
     activities.

     Management believes that future cash flows from operations and available
     borrowing capacity under the revolving line of credit should provide
     adequate funds to meet the Company's estimated cash requirements for the
     foreseeable future. Available borrowing capacity under the revolving line
     of credit was $1,908,500 and $1,220,500 at, March 31, 2003 and 2002,
     respectively. The Company relocated to a new leased headquarters facility
     in December 2002 which represented a significant upgrade to the Company's
     office facilities. The new office is rented under a five year fixed
     operating lease. Rental expense for the year ended December 31, 2003 is
     expected to be $185,600.

     During the first quarter of 2003, the Company announced its intention to
     relocate its third-party warehousing and distribution from Rancho
     Cucamongo, California to a new third-party facility in Woodland, California
     effective June 2, 2003. In addition, the Company intends to out-source its
     bottling operation to the same third-party, Interpac Technologies, Inc.
     during the third quarter. Management does not anticipate that these changes
     will significantly impact the company's financial condition, cash flows or
     results of operations during 2003.

     The Company does not utilize off-balance sheet financing arrangements.
     There were no transactions with special purpose entities that give the
     Company access to assets or additional financing or carry debt that is
     secured by the Company. There was one significant transaction with a
     related party during the three months ended March 31, 2003. The Company
     paid consulting fees of $24,800, plus expenses incurred, to Running Stream
     Food and Beverage, Inc. ("RSFB"). RSFB provides private label consulting
     and management services to the Company and is owned and operated by John R.

                                       14

<PAGE>


     Battendieri, a non-executive Director of the Company. In the opinion of
     Management, the consulting fees paid to RSFB were fair, reasonable and
     consistent with terms the Company could have obtained from an unaffiliated
     third party.

     Mr. Thomas Simone is one of the Company's external Directors and also sits
     on the Board of United Natural Foods, Inc. UNFI is the Company's largest
     customer by far, representing approximately 50% of the Company's net sales
     for the year ended December 31, 2002.

     The Company's operating results could vary from period to period as a
     result of a number of factors. These factors include, but are not limited
     to, the purchasing patterns of significant customers, the timing of new
     product introductions by the Company and its competitors, the amount of
     slotting fees, new product development and advertising expenses incurred by
     the Company, variations in sales by distribution channel, fluctuations in
     market prices and availability of raw materials, competitive pricing
     policies and situations that the Company cannot foresee. These factors
     could cause the Company's performance to differ from investor expectations,
     resulting in volatility in the price of the common stock.

     New Applicable Accounting Pronouncements:

     In July 2002 the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standard No. 146 ("SFAS 146"),
     "Accounting for Costs Associated with Exit or Disposal Activities". SFAS
     146 requires that a liability for expenses associated with an exit or
     disposal activity be recognized when the liability is incurred. SFAS 146
     also establishes that fair value is the objective for initial measurement
     of the liability. Severance pay under SFAS 146, in many cases, would be
     recognized over time rather than up front. The provisions of SFAS 146 are
     effective for exit or disposal activities that are initiated after December
     31, 2002. The Company has announced the upcoming relocation of its bottling
     operation and warehousing and distribution center. Severance costs, if any,
     will be recognized when a liability is incurred.

     In November 2002 the FASB issued Interpretation No. 45, "Guarantor's
     Accounting and Disclosure Requirements for Guarantees, Including Indirect
     Guarantees of Indebtedness of Others", which is effective for financial
     statements issued after December 15, 2002. The Company has various
     guarantees included in contracts in the normal course of business primarily
     in the form of indemnities. However, these guarantees do not represent
     significant commitments or contingent liabilities in connection with the
     indebtedness of others.

     In December 2002 the FASB issued SFAS 148, "Accounting for Stock-Based
     Compensation-Transition and Disclosure", which provides alternative methods
     of transition for a voluntary change to the fair value method of accounting
     for stock-based employee compensation as prescribed in SFAS 123,
     "Accounting for Stock-Based Compensation". Additionally, SFAS 148 requires
     more prominent and more frequent disclosures in financial statements about
     the effects of stock-based compensation. The provisions of SFAS 148 are
     effective for fiscal years ending after December 15, 2002 with early
     application permitted in certain circumstances. Management has evaluated
     the benefits of changing to the fair value method of accounting for
     stock-based compensation and has elected to continue to use the intrinsic
     value method. Accordingly, Management does not expect the adoption of SFAS

                                       15

<PAGE>
<TABLE>
<CAPTION>


     148 to have a material impact on the Company's financial condition or
     results of operations. The additional interim disclosures required under
     SFAS 148 are included in this report.

     In January 2003 the FASB issued Interpretation No. 46, "Consolidation of
     Variable Interest Entities" ("FIN 46"), which requires the consolidation of
     certain special purpose or variable interest entities. FIN 46 is applicable
     to financial statements issued after 2002. There are no entities that are
     required to be consolidated with the Company's financial statements as a
     result of FIN 46.


     ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     ------------------------------------------------------------------

     The Company does not hold market risk sensitive trading instruments, nor
     does it use financial instruments for trading purposes. All sales,
     operating items and balance sheet data are denominated in U.S. dollars,
     therefore, the Company has no foreign currency exchange rate risk.

     Throughout the course of its fiscal year, the Company utilizes a variable
     interest rate line of credit at various borrowing levels. For the three
     months ended March 31, 2003 the average outstanding balance under the line
     of credit was approximately $3,614,000 with a weighted average effective
     interest rate of 5.5% per annum. For the three months ended March 31, 2002
     the average outstanding balance under the line of credit was approximately
     $5,431,000 with a weighted average effective interest rate of 6.9% per
     annum. Effective April 1, 2002 the line of credit agreement called for the
     interest rate to float at the prime rate plus 100 basis points.

     Certain other debt items are also sensitive to changes in interest rates.
     The following table summarizes principal cash flows and related weighted
     average interest rates by expected maturity date for long-term debt,
     excluding capital leases ($ thousands):

                                                           Expected Maturity Date
                        Outstanding                        (Years Ended December 31)
                        March 31, 2003        2003       2004       2005       2006        2007         2011
                        --------------        ----       ----       ----       ----        ----         ----
     Long Term Debt:
     <S>                       <C>          <C>        <C>        <C>         <C>                    <C>
     Fixed Rate                 $1,017.1     $207.2     $275.2     $228.2      $15.6        --         $290.9
       Avg. Int. Rate                9.3%       9.3%       9.2%       9.0%      10.0%       --            6.5%
     Variable Rate                $377.4     $154.8     $185.8     $ 36.8        --         --            --
       Avg. Int. Rate                5.5%       5.9%       6.8%       7.5%       --         --            --

     In the ordinary course of its business the Company enters into commitments
     to purchase raw materials over a period of time, generally six months to
     one year, at contracted prices. At March 31, 2003 these future commitments
     were not at prices in excess of current market, nor in quantities in excess
     of normal requirements. The Company does not utilize derivative contracts
     either to hedge existing risks or for speculative purposes.


     Item 4. DISCLOSURE CONTROLS AND PROCEDURES
     -------------------------------------------

     The Company's Chief Executive Officer and Chief Financial Officer have
     evaluated the effectiveness of both the design and the operation of its
     disclosure controls and procedures and have found them to be adequate. The

                                       16
</TABLE>

<PAGE>


     Company has formed a Disclosure Review Committee (the "DRC") which consists
     of various senior managers from each functional area of the Company. The
     DRC considers the materiality of new information and reports to the
     Company's Chief Financial Officer.

     There were no material changes in the Company's internal control system
     during the three months ended March 31, 2003. Management is not aware of
     any significant deficiencies in the design or operation of internal
     controls.


     PART II - OTHER INFORMATION

     Item 1. Legal Proceedings
     --------------------------

     In October 2000 the Company was notified by counsel for GFA Brands, Inc.
     ("GFA") that nutritional claims pertaining to Spectrum Naturals(R) Organic
     Margarine were infringing upon two patents issued in the United States that
     pertain to particular fat compositions suitable for human ingestion. The
     patent holder exclusively licensed each of these patents to GFA. Management
     believes that the margarine does not infringe upon either patent, and
     further, that the patents are unenforceable. Management engaged legal
     counsel that specialize in this area and received an opinion letter in
     February 2001 confirming that, in the opinion of counsel, the manufacture
     or sale of Spectrum Naturals(R) Organic Margarine does not infringe upon
     the GFA patents, either literally or under the doctrine of equivalents.

     The Company filed a complaint against GFA for declaratory judgment of
     non-infringement and invalidity of the two patents on August 28, 2001 in
     the U.S. District Court for Northern California. The Complaint requests a
     declaratory judgment that the margarine does not infringe either patent, a
     declaratory judgment that both patents are invalid, that GFA be enjoined
     from threatening or asserting any action for infringement of either patent,
     and attorney's fees.

     GFA subsequently filed a motion to transfer venue to the U.S. District
     Court for New Jersey (the "court"). The Company filed its opposition to
     that motion, however, the motion to transfer venue was granted in January
     2002. The case is currently in the discovery phase. Markman briefs, in
     which each side presents its arguments on how the patent claims should be
     construed, are due from both GFA and Spectrum in July. In most patent
     infringement cases, the court's determination of how the patent claims
     should be interpreted is the central issue. A settlement hearing has been
     tentatively scheduled by the court for July 21, 2003.

     Management believes the Company has meritorious defenses and that a loss is
     not probable on the patent infringement complaint at this time.
     Accordingly, no provision for loss has been recorded at March 31, 2003.


     Item 2. Changes in Securities and Use of Proceeds
     --------------------------------------------------

     During the three months ended March 31, 2003 the Company did not issue any
     shares of its common stock.

                                       17

<PAGE>


     The Company has not in the past nor does it intend to pay cash dividends on
     its common stock in the future. The Company intends to retain earnings, if
     any, for use in the operation and expansion of its business.


     Item 3. Defaults Upon Senior Securities
     ----------------------------------------
     None.


     Item 4. Submission of Matters to a Vote of Security Holders
     ------------------------------------------------------------
     None.



     Item 5. Other Information
     --------------------------
     None.



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

     (a) Exhibits:

         99.09 Certification of Chief Executive Officer pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.

         99.10 Certification of Chief Financial Officer pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K during the quarter ended March 31, 2003:

         None.


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.

Date: May 9, 2003                           SPECTRUM ORGANIC PRODUCTS, INC.

                                            By:  /s/  Robert B. Fowles
                                               -------------------------------
                                                      Robert B. Fowles
                                                      Duly Authorized Officer &
                                                      Chief Financial Officer

                                       18

<PAGE>


CERTIFICATIONS

     I Neil G. Blomquist, Chief Executive Officer of the Company, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Spectrum Organic
     Products, 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 disclosure 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 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
     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:  May 9, 2003

                                            /s/  Neil G. Blomquist
                                            -----------------------------------
                                                 Neil G. Blomquist
                                                 Chief Executive Officer

                                       19

<PAGE>


     I Robert B. Fowles, Chief Financial Officer of the Company, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Spectrum Organic
     Products, 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 disclosure 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 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
     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:  May 9, 2003

                                            /s/  Robert B. Fowles
                                            -----------------------------------
                                                 Robert B. Fowles
                                                 Chief Financial Officer

                                       20