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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q/A

Amendment No. 1


(Mark one)

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

For the quarterly period ended March 31, 2003

OR

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

ANCHOR GLASS CONTAINER CORPORATION




(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 59-3417812                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               |  |                                     
|One Anchor Plaza, 4343 Anchor Plaza Parkway, Tampa, FL         |  | 33634-7513                          
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: 813-884-0000



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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.

Number of shares outstanding of common stock at May 14, 2003:
9,000,000 shares





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TABLE OF CONTENTS



|                                                                   |  |  |  |  |  |  |  | 
|------------------------------------------------------------------ |  |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                                    
|CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|CONDENSED BALANCE SHEETS                                          
|CONDENSED STATEMENTS OF CASH FLOWS                                
|NOTES TO CONDENSED FINANCIAL STATEMENTS                           
|PART II  OTHER INFORMATION                                       
|SIGNATURES                                                        
|Certification of CEO                                              
|Certification of CFO                                              
|Section 1350 Certifications                                       



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##### Table of Contents



This Form 10-Q/A is being filed to reflect the restated condensed balance
sheets of Anchor Glass Container Corporation (Anchor or the Company) at
March 31, 2003 and December 31, 2002, after determination that its Series C
Preferred Stock, par value $.01 (the Series C Preferred Stock) should be
classified as temporary equity. This restatement is limited solely to
classifying:



| | (i)  |  | the aggregate of $75.0 million of the Companys Series C
Preferred Stock from permanent stockholders equity and                               
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the related accrued dividends at March 31, 2003 and December
31, 2002 of $5.4 million and $3.0 million, respectively from
long-term liabilities

to the temporary equity section of the balance sheet under the caption entitled
Redeemable Preferred Stock.

The restatement had no effect on the Companys statements of operations,
assets or cash flows. Furthermore, as described in the Use of Proceeds section
of the Companys 424(b)(1) prospectus filed with the Securities and Exchange
Commission on September 25, 2003 in connection with the Companys initial
public offering that was consummated on September 30, 2003 (the Equity
Offering), all of the Series C Preferred Stock was redeemed in full on
September 30, 2003 with a portion of the net proceeds of the Equity Offering.
Accordingly, the change in classification will have no effect on the Companys
balance sheet as of or following September 30, 2003. See Note 5 for additional
information.

Part I  Item 1. Financial Statements and Part II  Item 6. Exhibits of
the Companys Quarterly Report on Form 10-Q is hereby amended and replaced as
follows:

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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements.

ANCHOR GLASS CONTAINER CORPORATION




CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)


(unaudited)
(dollars in thousands, except per share data)


|                                                                |                                     |                                    |                          |         |                     |      |                     |         |      |     | 
|--------------------------------------------------------------- | ----------------------------------- | ---------------------------------- | ------------------------ | ------- | ------------------- | ---- | ------------------- | ------- | ---- | --- | 
|                                                                |                                     |                                    |                          |         | Reorganized Company |      | Predecessor Company
|                                                                |                                     |                                    |                          |         |                     |      |                    
|                                                                |                                     |                                    |                          |         | Three Months        |      | Three Months       
|                                                                |                                     |                                    |                          |         | Ended               |      | Ended              
|                                                                |                                     |                                    |                          |         | March 31,           |      | March 31,          
|                                                                |                                     |                                    |                          |         | 2003                |      | 2002               
|                                                                |                                     |                                    |                          |         |                     |      |                    
|Net sales                                                       |                                     | $                                  | 162,403                  |         |                     | $    | 178,382             |        
|Costs and expenses:                                             |                                     |                                    |                          |         |                     |      |                     |        
|                                                                | Cost of products sold               |                                    |                          | 152,927 |                     |      |                     | 164,572 |     
|                                                                | Selling and administrative expenses |                                    |                          | 6,646   |                     |      |                     | 7,693   |     
|Income from operations                                          |                                     |                                    | 2,830                    |         |                     |      | 6,117               |        
|Other income (expense), net                                     |                                     |                                    | (588                     | )       |                     |      | 863                 |        
|Interest expense                                                |                                     |                                    | (14,131                  | )       |                     |      | (7,183              | )      
|                                                                |                                     |                                    |                          |         |                     |      |                     |        
|Net loss                                                        |                                     | $                                  | (11,889                  | )       |                     | $    | (203                | )      
|                                                                |                                     |                                    |                          |         |                     |      |                     |        
|Preferred stock dividends                                       |                                     | $                                  | (2,341                   | )       |                     | $    | (3,514              | )      
|                                                                |                                     |                                    |                          |         |                     |      |                     |        
|Loss applicable to common stock                                 |                                     |                                    |                          |         |                     | $    | (3,717              | )      
|                                                                |                                     |                                    |                          |         |                     |      |                     |        
|Basic and diluted net loss per
share applicable to common stock |                                     |                                    |                          |         |                     | $    | (0.71               | )      
|                                                                |                                     |                                    |                          |         |                     |      |                     |        
|Basic weighted average number of
common shares outstanding      |                                     |                                    |                          |         |                     |      | 5,251,356           |        
|                                                                |                                     |                                    |                          |         |                     |      |                     |        
|Comprehensive income (loss):                                    |                                     |                                    |                          |         |                     |      |                     |        
|                                                                |                                     | Net loss                           |                          | $       | (11,889             | )    |                     | $       | (203 | )  
|                                                                |                                     | Other comprehensive income (loss): |                          |         |                     |      |                     |         |      |    
|                                                                |                                     |                                    | Derivative income (loss) |         |                     | (190 | )                   |         |      | 531 | 
|                                                                |                                     |                                    |                          |         |                     |      |                     |        
|Comprehensive income (loss)                                     |                                     | $                                  | (12,079                  | )       |                     | $    | 328                 |        
|                                                                |                                     |                                    |                          |         |                     |      |                     |        

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION




CONDENSED BALANCE SHEETS


(dollars in thousands)


|                                                         |                                        |                                            |                                          |         |                     |         |              |        |         |         | 
|-------------------------------------------------------- | -------------------------------------- | ------------------------------------------ | ---------------------------------------- | ------- | ------------------- | ------- | ------------ | ------ | ------- | ------- | 
|                                                         |                                        |                                            |                                          |         | Reorganized Company
|                                                         |                                        |                                            |                                          |         |                    
|                                                         |                                        |                                            |                                          |         | March 31, 2003      |         | December 31,
|                                                         |                                        |                                            |                                          |         | (unaudited)         |         | 2002        
|                                                         |                                        |                                            |                                          |         | (restated)          |         | (restated)  
|                                                         |                                        |                                            |                                          |         |                     |         |             
|ASSETS                                                   |                                        |                                            |                                          |         |                     |         |              |       
|Current assets:                                          |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        | Cash and cash equivalents                  |                                          | $       | 285                 |         |              | $      | 351     |        
|                                                         |                                        | Restricted cash                            |                                          |         | 4,038               |         |              |        | 4,387   |        
|                                                         |                                        | Accounts receivable                        |                                          |         | 39,221              |         |              |        | 42,070  |        
|                                                         |                                        | Inventories:                               |                                          |         |                     |         |              |        |         |        
|                                                         |                                        |                                            | Raw materials and manufacturing supplies |         |                     | 22,335  |              |        |         | 22,796  | 
|                                                         |                                        |                                            | Finished products                        |         |                     | 98,586  |              |        |         | 79,353  | 
|                                                         |                                        | Other current assets                       |                                          |         | 8,214               |         |              |        | 8,603   |        
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        |                                            | Total current assets                     |         |                     | 172,679 |              |        |         | 157,560 | 
|Property, plant and equipment, net                       |                                        |                                            | 443,901                                  |         |                     |         | 384,386      |       
|Other assets                                             |                                        |                                            | 14,051                                   |         |                     |         | 6,815        |       
|Intangible assets                                        |                                        |                                            | 7,438                                    |         |                     |         | 7,636        |       
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        | $                                          | 638,069                                  |         |                     | $       | 556,397      |       
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)           |                                        |                                            |                                          |         |                     |         |              |       
|Current liabilities:                                     |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        | Borrowings under revolving credit facility |                                          | $       | 25,373              |         |              | $      | 47,413  |        
|                                                         |                                        | Current maturities of long-term debt       |                                          |         | 8,941               |         |              |        | 8,315   |        
|                                                         |                                        | Accounts payable                           |                                          |         | 40,364              |         |              |        | 46,969  |        
|                                                         |                                        | Accrued expenses                           |                                          |         | 26,392              |         |              |        | 35,314  |        
|                                                         |                                        | Accrued interest                           |                                          |         | 5,392               |         |              |        | 5,167   |        
|                                                         |                                        | Accrued compensation and employee benefits |                                          |         | 23,789              |         |              |        | 26,331  |        
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        |                                            | Total current liabilities                |         |                     | 130,251 |              |        |         | 169,509 | 
|Bonds and long-term capital leases                       |                                        |                                            | 317,021                                  |         |                     |         | 182,433      |       
|Long-term obligation to PBGC                             |                                        |                                            | 59,481                                   |         |                     |         | 60,640       |       
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        | Total long-term debt                       |                                          |         | 376,502             |         |              |        | 243,073 |        
|Long-term post-retirement liabilities                    |                                        |                                            | 40,143                                   |         |                     |         | 40,342       |       
|Other long-term liabilities                              |                                        |                                            | 23,731                                   |         |                     |         | 23,952       |       
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        |                                            | 440,376                                  |         |                     |         | 307,367      |       
|Commitments and contingencies                            |                                        |                                            |                                          |         |                     |         |              |       
|Redeemable preferred stock (including accrued
dividends) |                                        |                                            | 80,363                                   |         |                     |         | 78,022       |       
|Stockholders equity (deficit):                          |                                        |                                            |                                          |         |                     |         |              |       
|                                                         | Common stock                           |                                            |                                          | 900     |                     |         |              | 900    |        
|                                                         | Capital in excess of par value         |                                            |                                          | 4,100   |                     |         |              | 4,100  |        
|                                                         | Accumulated deficit                    |                                            |                                          | (17,921 | )                   |         |              | (3,691 | )      
|                                                         | Accumulated other comprehensive income |                                            |                                          |        |                     |         |              | 190    |        
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        |                                            | (12,921                                  | )       |                     |         | 1,499        |       
|                                                         |                                        |                                            |                                          |         |                     |         |              |       
|                                                         |                                        | $                                          | 638,069                                  |         |                     | $       | 556,397      |       
|                                                         |                                        |                                            |                                          |         |                     |         |              |        |         |        

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION




CONDENSED STATEMENTS OF CASH FLOWS


(unaudited)
(dollars in thousands)


|                                      |                                                                                       |                              |                               |          |                     |        |                     |         |   |        | 
|------------------------------------- | ------------------------------------------------------------------------------------- | ---------------------------- | ----------------------------- | -------- | ------------------- | ------ | ------------------- | ------- | - | ------ | 
|                                      |                                                                                       |                              |                               |          | Reorganized Company |        | Predecessor Company
|                                      |                                                                                       |                              |                               |          |                     |        |                    
|                                      |                                                                                       |                              |                               |          | Three Months Ended  |        | Three Months Ended 
|                                      |                                                                                       |                              |                               |          | March 31,           |        | March 31,          
|                                      |                                                                                       |                              |                               |          | 2003                |        | 2002               
|                                      |                                                                                       |                              |                               |          |                     |        |                    
|Cash flows from operating activities: |                                                                                       |                              |                               |          |                     |        |                     |        
|                                      | Net loss                                                                              |                              | $                             | (11,889  | )                   |        | $                   | (203    | )
|                                      | Adjustments to reconcile net loss to cash provided by
(used in) operating activities: |                              |                               |          |                     |        |                     |         |  
|                                      |                                                                                       |                              | Depreciation and amortization |          |                     | 16,595 |                     |         |   | 14,922 | 
|                                      |                                                                                       |                              | Other                         |          |                     | 3,643  |                     |         |   | 690    | 
|                                      | Increase (decrease) in cash resulting from changes in
assets and liabilities          |                              |                               | (30,058  | )                   |        |                     | 5,212   |  
|                                      |                                                                                       |                              |                               |          |                     |        |                     |        
|                                      |                                                                                       |                              | (21,709                       | )        |                     |        | 20,621              |        
|Cash flows from investing activities: |                                                                                       |                              |                               |          |                     |        |                     |        
|                                      | Expenditures for property, plant and equipment                                        |                              |                               | (35,170  | )                   |        |                     | (26,794 | )
|                                      | Purchase of equipment under leases                                                    |                              |                               | (39,217  | )                   |        |                     |        |  
|                                      | Proceeds from sale of property, plant and equipment                                   |                              |                               | 10,412   |                     |        |                     | 3,064   |  
|                                      | Change in restricted cash                                                             |                              |                               | 349      |                     |        |                     |        |  
|                                      | Payments for strategic alliances with customers                                       |                              |                               |         |                     |        |                     | (1,266  | )
|                                      | Other                                                                                 |                              |                               | (856     | )                   |        |                     | (564    | )
|                                      |                                                                                       |                              |                               |          |                     |        |                     |        
|                                      |                                                                                       |                              | (64,482                       | )        |                     |        | (25,560             | )      
|Cash flows from financing activities: |                                                                                       |                              |                               |          |                     |        |                     |        
|                                      | Proceeds from issuance of long-term debt                                              |                              |                               | 300,000  |                     |        |                     |        |  
|                                      | Principal payments of long-term debt                                                  |                              |                               | (171,253 | )                   |        |                     | (453    | )
|                                      | Payment of capital lease obligations for assets purchased                             |                              |                               | (5,539   | )                   |        |                     |        |  
|                                      | Plan distributions to Series A preferred stock                                        |                              |                               | (3,665   | )                   |        |                     |        |  
|                                      | Net repayments on revolving credit facility                                           |                              |                               | (22,040  | )                   |        |                     |        |  
|                                      | Net draws on prior revolving credit facilities                                        |                              |                               |         |                     |        |                     | 4,976   |  
|                                      | Payment of financing fees                                                             |                              |                               | (11,378  | )                   |        |                     |        |  
|                                      |                                                                                       |                              |                               |          |                     |        |                     |        
|                                      |                                                                                       |                              | 86,125                        |          |                     |        | 4,523               |        
|Cash and cash equivalents:            |                                                                                       |                              |                               |          |                     |        |                     |        
|                                      | Decrease in cash and cash equivalents                                                 |                              |                               | (66      | )                   |        |                     | (416    | )
|                                      | Balance, beginning of period                                                          |                              |                               | 351      |                     |        |                     | 416     |  
|                                      |                                                                                       |                              |                               |          |                     |        |                     |        
|                                      | Balance, end of period                                                                |                              | $                             | 285      |                     |        | $                   |        |  
|                                      |                                                                                       |                              |                               |          |                     |        |                     |         |  
|Supplemental noncash activities:      |                                                                                       |                              |                               |          |                     |        |                     |        
|                                      |                                                                                       | Non-cash equipment financing |                               | $        | 10,000              |        |                     | $       |  |       
|                                      |                                                                                       |                              |                               |          |                     |        |                     |         |  

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION




NOTES TO CONDENSED FINANCIAL STATEMENTS


(unaudited)
(dollars in thousands, except per share data)


NOTE 1  Basis of Presentation

Organization of the Company

On August 30, 2002, Anchor, a Delaware corporation, completed a
restructuring of its existing debt and equity securities pursuant to a plan of
reorganization (the Plan) under Chapter 11 of the United States Bankruptcy
Code. Certain investment funds and managed accounts affiliated with Cerberus
Capital Management, L.P. (Cerberus) acquired all of the outstanding capital
stock of Anchor through their investment in Anchor Glass Container Holding
L.L.C. (AGC Holding), a Delaware limited liability company formed in August
2002 and the parent company of Anchor. As of March 31, 2003, AGC Holding owns
approximately 95% of the outstanding common stock and 100% of the outstanding
Series C Participating Preferred Stock of Anchor. Certain current officers and
a former officer of Anchor hold the remaining outstanding shares of common
stock of Anchor.

Condensed Financial Statements

In the opinion of management, the accompanying condensed financial
statements contain all adjustments necessary to present fairly the financial
position as of March 31, 2003 and the results of operations and cash flows for
the three months ended March 31, 2003 and 2002.

The effective date of the Companys Plan was August 30, 2002. The
financial statements of the Company as of and for periods subsequent to August
31, 2002 are referred to as the Reorganized Company statements. All financial
statements prior to that date are referred to as the Predecessor Company
statements.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. Subject to the limitations on
comparability indicated in the preceding paragraph, it is suggested that these
condensed financial statements be read in conjunction with the financial
statements of Anchor included in the Companys Annual Report on Form 10-K for
the year ended December 31, 2002. The results of operations for the interim
periods are not necessarily indicative of the results of the full fiscal year.

Certain amounts of prior periods in the accompanying condensed financial
statements have been reclassified to conform to the current presentation.

NOTE 2  Senior Secured Notes

Effective February 7, 2003, the Company completed an offering of 11%
Senior Secured Notes due 2013, aggregate principal amount of $300,000 (the
Senior Secured Notes), issued under an indenture dated as of February 7,
2003, among the Company and The Bank of New York, as Trustee (the Indenture).
The Senior Secured Notes are senior secured obligations of the Company, ranking
equal in right of payment with all existing and future unsubordinated
indebtedness of the Company and senior in right of payment to all future
subordinated indebtedness of the Company. The Senior Secured Notes are secured
by a first priority lien, subject to certain permitted encumbrances, on
substantially all of Anchors existing real property, equipment and other fixed
assets relating to Anchors nine operating glass container manufacturing
facilities. The collateral does not include inventory, accounts receivables or
intangible assets.

Proceeds from the issuance of the Senior Secured Notes, net of fees, were
approximately $289,000 and were used to repay 100% of the principal amount
outstanding under Anchors 11.25% First Mortgage Notes due 2005, aggregate
principal amount of $150,000 (First Mortgage Notes) plus accrued interest

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ANCHOR GLASS CONTAINER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)

thereon ($156,256 in total), 100% of the principal amount outstanding under the
senior secured term loan (the Term Loan) plus accrued interest thereon and a
prepayment fee ($20,354 in total) and advances then outstanding under the
$100,000 credit facility (the Revolving Credit Facility) ($66,886), which
included funds for certain of the Companys capital improvement projects. The
remaining proceeds of approximately $45,000 were used to terminate certain
equipment leases by purchasing from the respective lessors the equipment leased
thereunder.

Interest on the Senior Secured Notes accrues at 11% per annum and is
payable semiannually on each February 15 and August 15 to registered holders of
the Senior Secured Notes at the close of business on the February 1 and August
1 immediately preceding the applicable interest payment date. The first
interest payment date is August 15, 2003.

The Senior Secured Notes are redeemable, in whole or in part, at the
Companys option on or after February 15, 2008, at redemption prices listed in
the Indenture. At any time (which may be more than once) before February 15,
2006, the Company can choose to redeem up to 35% of the initial outstanding
notes with money raised in one or more public equity offerings, at redemption
prices listed in the Indenture. The Indenture provides that upon the occurrence
of a change of control, the Company will be required to offer to purchase all
of the Senior Secured Notes at a purchase price equal to 101% of the principal
amount thereof plus accrued interest to the date of purchase.

The Indenture, subject to certain exceptions, restricts the Company from
taking various actions, including, but not limited to, subject to specified
exceptions, the incurrence of additional indebtedness, the payment of dividends
and other restricted payments, the granting of additional liens, mergers,
consolidations and sale of assets and transactions with affiliates.

The Company entered into a Registration Rights Agreement on February 7,
2003. Under the Registration Rights Agreement, the Company will use its
reasonable best efforts to register with the Securities and Exchange
Commission, exchange notes having substantially identical terms as the Senior
Secured Notes. In connection therewith, a registration statement was filed on
April 11, 2003.

NOTE 3  Equity Incentive Plan

In October 2002, the Board of Directors of Anchor (the Board) approved
an Equity Incentive Plan, designed to motivate and retain individuals who are
responsible for the attainment of the Companys primary long-term performance
goals that covers employees, directors and consultants. The plan provides for
the grant of nonqualified stock options, incentive stock options and restricted
stock for shares of Anchor common stock to participants of the plan selected by
the Board or a committee of the Board (the Administrator). Effective January
9, 2003, the Administrator granted a total of 225,000 non-qualified stock
options to selected participants. The terms and conditions of awards, as
determined by the Administrator, are as follows: 50% of an option grant vests
1/3 on the first anniversary of the grant date, 1/3 on the second anniversary
of the grant date and 1/3 on the third anniversary of the grant date; and the
remaining 50% of the option grant vests in three tranches of equal amounts on
the first, second and third anniversary of the grant date if the Company
attains certain performance targets established by the Board.

In December 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 148  Accounting for
Stock-Based Compensation  Transition and Disclosure, an amendment of Statement
No. 123 (SFAS 148). SFAS 148 amends Statement of Financial
Accounting Standards No. 123  Accounting for Stock-Based Compensation
(SFAS 123) to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. Effective January 1, 2003, the Company has adopted the fair value
based method of accounting for stock-based employee compensation under SFAS 123
by applying the prospective method

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ANCHOR GLASS CONTAINER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)

of accounting, under which the Company
applies the recognition provisions to all employee awards granted after the
beginning of 2003. The following table illustrates the effect on net loss and
loss per share as if the fair value based method had been applied to all
outstanding awards in each period:

|                                                                |                                                                                                      |   |                     |    |                     |   |      |       |  
|--------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | - | ------------------- | -- | ------------------- | - | ---- | ----- | -
|                                                                |                                                                                                      |   | Reorganized Company |    | Predecessor Company
|                                                                |                                                                                                      |   |                     |    |                    
|                                                                |                                                                                                      |   | Three Months Ended  |    | Three Months Ended 
|                                                                |                                                                                                      |   | March 31, 2003      |    | March 31, 2002     
|                                                                |                                                                                                      |   |                     |    |                    
|Net loss, as reported                                           |                                                                                                      | $ | (11,889             | )  |                     | $ | (203 | )    
|                                                                | Add: Stock-based
employee
compensation
expense included in
reported net loss                         |   |                     | 8  |                     |   |      |      |  
|                                                                | Deduct: Total
stock-based
employee
compensation
expense under fair
value based method
for all awards |   |                     | (8 | )                   |   |      | (20   | )
|                                                                |                                                                                                      |   |                     |    |                     |   |      |      
|Pro forma net loss                                              |                                                                                                      | $ | (11,889             | )  |                     | $ | (223 | )    
|                                                                |                                                                                                      |   |                     |    |                     |   |      |      
|Basic and diluted net
loss per share applicable
to common stock |                                                                                                      |   |                     |    |                     |   |      |      
|                                                                | As reported                                                                                          |   |                     |    |                     |   | $    | (0.71 | )
|                                                                |                                                                                                      |   |                     |    |                     |   |      |      
|                                                                | Pro forma                                                                                            |   |                     |    |                     |   | $    | (0.71 | )
|                                                                |                                                                                                      |   |                     |    |                     |   |      |      

Salaried employees of the Company
participated in an incentive stock option plan of Anchors former indirect parent. These options, which have been
cancelled, generally had a life of 10 years and vested ratably over three
years. The Company elected to follow Accounting Principles Board Opinion No. 25
 Accounting for Stock Issued to Employees in accounting for these options in
the three months ended March 31, 2002

NOTE 4  Commitments and Contingencies

In September 2001, The National Bank of Canada, acting on its own behalf
and on behalf of PNC Bank, filed a complaint, in Allegheny Common Pleas Court,
against Anchor, GGC L.L.C. (GGC), Consumers U.S., Inc. (the Companys former
parent) and certain other former affiliates of Anchor. The complaint alleged,
among other things, fraudulent conveyances made by GGC to Anchor and tortious
interference with the contractual relationship between the bank and GGC and
seeks monetary damages. The action will be heard in the United States
Bankruptcy Court for the Middle District of Florida. The Company believes it
is remote that the outcome will have a material adverse effect on its financial
position or results of operations. A trial date is scheduled for September
2003.

In addition, the Company is, and from time to time may be, a party to
routine legal proceedings incidental to the operation of its business. The
outcome of any pending or threatened proceedings is not expected to have a
material adverse effect on the financial condition, operating results or cash
flows of the Company, based on the Companys current understanding of the
relevant facts. Legal expenses incurred related to these contingencies are
generally expensed as incurred.

The Companys operations are subject to federal, state and local
requirements that are designed to protect the environment. Such requirements
have resulted in the Company being involved in related legal proceedings,
claims and remediation obligations. Based on the Companys current
understanding of the relevant facts, the Company does not believe that its
environmental exposure is in excess of the reserves reflected on its balance
sheet, although there can be no assurance that this will be the case.

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ANCHOR GLASS CONTAINER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands, except per share data)

NOTE 5  Restatement

These financial statements include restated condensed balance sheets of
the Company at March 31, 2003 and December 31, 2002, after determination that
its Series C Preferred Stock, par value $.01 (the Series C Preferred Stock)
should be classified as temporary equity. This restatement is limited solely to
classifying:



| | (i)  |  | the aggregate of $75,000 of the Companys Series C Preferred Stock
from permanent stockholders equity and                         
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the related accrued dividends at March 31, 2003 and December 31,
2002 of $5,363 and $3,022, respectively from long-term liabilities

to the temporary equity section of the balance sheet under the caption entitled
Redeemable Preferred Stock.

The restatement had no effect on the Companys statements of operations,
assets or cash flows. Furthermore, as described in the Use of Proceeds section
of the Companys 424(b)(1) prospectus filed with the Securities and Exchange
Commission on September 25, 2003 in connection with the Companys initial
public offering that was consummated on September 30, 2003 (the Equity
Offering), all of the Series C Preferred Stock was redeemed in full on
September 30, 2003 with a portion of the net proceeds of the Equity Offering.
Accordingly, the change in classification will have no effect on the Companys
balance sheet as of or following September 30, 2003.

The following table summarizes the impact of the restatement as of March
31, 2003 and December 31, 2002:

|                                                          |                                                     |   |         |                |  |                   |        |          |   |             |         |         |   |          |         |        |  |   |        |         |   |   |         |       |  | 
|--------------------------------------------------------- | --------------------------------------------------- | - | ------- | -------------- |  | ----------------- | ------ | -------- | - | ----------- | ------- | ------- | - | -------- | ------- | ------ |  | - | ------ | ------- | - | - | ------- | ----- |  | 
|                                                          |                                                     |   |         | March 31, 2003 |  | December 31, 2002
|                                                          |                                                     |   |         |                |  |                  
|                                                          |                                                     |   |         | As Reported    |  | Reclass           |        | Restated |   | As Reported |         | Reclass |   | Restated
|                                                          |                                                     |   |         |                |  |                   |        |          |   |             |         |         |   |         
|LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) (in part): |                                                     |   |         |                |  |                   |        |          |   |             |         |         |   |          |         |        |  |   |        |         |   |   |         |      
|Other long-term liabilities                               |                                                     | $ | 29,094  |                |  | $                 | (5,363 | )        |   | $           | 23,731  |         |   | $        | 26,974  |        |  | $ | (3,022 | )       |   | $ | 23,952  |      
|Total long-term liabilities                               |                                                     |   | 445,739 |                |  |                   | (5,363 | )        |   |             | 440,376 |         |   |          | 310,389 |        |  |   | (3,022 | )       |   |   | 307,367 |      
|Redeemable preferred stock
(including accrued dividends)  |                                                     |   |        |                |  |                   | 80,363 |          |   |             | 80,363  |         |   |          |        |        |  |   | 78,022 |         |   |   | 78,022  |      
|Stockholders equity:                                     |                                                     |   |         |                |  |                   |        |          |   |             |         |         |   |          |         |        |  |   |        |         |   |   |         |      
|                                                          | Preferred stock                                     |   |         | 1              |  |                   |        | (1       | ) |             |         |        |   |          |         | 1      |  |   |        | (1      | ) |   |         |      | 
|                                                          | Participation component of
Series C preferred stock |   |         | 750            |  |                   |        | (750     | ) |             |         |        |   |          |         | 750    |  |   |        | (750    | ) |   |         |      | 
|                                                          | Capital in excess of par value                      |   |         | 78,349         |  |                   |        | (74,249  | ) |             |         | 4,100   |   |          |         | 78,349 |  |   |        | (74,249 | ) |   |         | 4,100 | 
|                                                          | Total stockholders equity
(deficit)                |   |         | 62,079         |  |                   |        | (75,000  | ) |             |         | (12,921 | ) |          |         | 76,499 |  |   |        | (75,000 | ) |   |         | 1,499 | 

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PART II  OTHER INFORMATION

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

|     |  |              |  |                                                                  
|---- |  | ------------ |  | -----------------------------------------------------------------
|(a.) |  | Exhibits     |  |                                                                  
|     |  | Exhibit 31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|     |  | Exhibit 31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|     |  | Exhibit 32   |  | Section 1350 Certifications                                      

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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.

|                       |  |                                                                                                                                  
|---------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------
|                       |  | ANCHOR GLASS CONTAINER CORPORATION                                                                                               
|                       |  |                                                                                                                                  
|Date: November 3, 2003 |  | /s/ Darrin J. Campbell                                                                                                           
|                       |  |                                                                                                                                  
|                       |  | Darrin J. Campbell
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)

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