<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 28, 2003

                           Commission File No. 0-18339

                                   SYLVAN INC.
             (Exact name of registrant as specified in its charter)

             NEVADA                                      25-1603408
             ------                                      ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

 333 MAIN STREET, P.O. BOX 249, SAXONBURG, PA                   16056-0249
 --------------------------------------------                   ----------
      (Address of principal executive offices)                   (Zip Code)

       Registrant's telephone number, including area code: (724) 352-7520

Securities registered pursuant                           Name of each exchange
 to Section 12(b) of the Act:                             on which registered:

     Title of each class                                     Not applicable
     -------------------
           None

           Securities registered pursuant to Section 12(g) of the Act:
                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                   Yes  X                              No
                                       ----                              ----

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

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

                                   Yes                                 No  X
                                       ----                              ----

The aggregate market value of voting stock held by non-affiliates of the
registrant at June 29, 2003 (the last day of the registrant's second fiscal
quarter of 2003) was approximately $35,189,000. As of that date, the last sale
price of the registrant's common stock was $10.58 per share. Solely for purposes
of this calculation, shares beneficially owned by directors and executive
officers have been excluded.

Indicated below is the number of shares outstanding of each of the registrant's
classes of common stock as of April 15, 2004.

                 Class                                          Outstanding
                 -----                                          -----------
 COMMON STOCK, PAR VALUE $.001 PER SHARE                         5,155,131


                    DOCUMENTS INCORPORATED BY REFERENCE: None


<PAGE>



                                   EXPLANATION

Set forth in this Form 10-K/A Amendment No. 1 are amendments relating to Items
10, 11, 12, 13 and 14 of Part III of the Annual Report of Sylvan Inc. on Form
10-K for the fiscal year ended December 28, 2003. These items were not included
in the original report because it was anticipated that the information would be
provided in Sylvan's Proxy Statement to Shareholders to be filed within 120 days
after the end of the registrant's 2003 fiscal year. However, the proxy statement
will be filed and distributed later than initially planned. Sylvan recently
announced entering into a definitive agreement with Snyder Associated Companies,
Inc. and SAC Holding Company that will result in a merger of Sylvan and a Snyder
affiliate if approved by shareholders at a special meeting expected to be held
in the second quarter of 2004. Sylvan currently expects that shareholders will
receive a proxy statement with respect to the proposed merger and the special
meeting to approve it in the second quarter of 2004.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

IDENTIFICATION OF DIRECTORS

The following is a list of the names and ages of the directors of Sylvan as of
the date of this report. Also set forth is the principal occupation and the
inception date of service of each director. There is no arrangement or
understanding between any director and any other person pursuant to which he or
she was selected, and no family relationship exists between the company's
directors and officers.

<TABLE>
<CAPTION>
                                                                    PRINCIPAL OCCUPATION OR
NAME AND AGE                  PRESENT POSITION WITH SYLVAN          EMPLOYMENT, IF DIFFERENT              DIRECTOR SINCE
------------                  ----------------------------          ------------------------              --------------
<S>                          <C>                                   <C>                                   <C>
William L. Bennett (54)       Director                              Partner, Monitor Group                     July 1994

Monir K. Elzalaki (48)        President of Sylvan                                                          December 1998
                              America, Inc.

Jeanine C. Heller (55)        Director                              Equity Analyst/Portfolio Advisor          April 2003

Virgil H. Jurgensmeyer (74)   Director                              Chairman of J-M Farms, Inc.                June 1992
                                                                    and J-M Foods, Inc.

Nelson Obus (57)              Director                              President of Wynnefield                    June 2000
                                                                    Capital, Inc.

Dennis C. Zensen (65)         Chairman, President                                                             April 1989
                              and Chief Executive Officer
</TABLE>


William L. Bennett has served, since February 2000, as a partner of Monitor
Group, an international consulting firm headquartered in Cambridge,
Massachusetts. He also served, from August 1994 until March 2004, as vice
chairman and as a director of PlanVista Corporation, a leading provider of
managed healthcare services. PlanVista was acquired by ProxyMed, Inc. (Nasdaq:
PILL) in March 2004 and Mr. Bennett was elected to ProxyMed's board of directors
shortly thereafter. ProxyMed is an electronic healthcare transaction processing
services company. He has also served as a director of D2Hawkeye, Inc., a
nonpublic healthcare information company, since 2002.

Monir K. Elzalaki has served as president of the company's Sylvan America, Inc.
spawn subsidiary in Pennsylvania since March 1992, president of the company's
Nevada spawn subsidiary since December 1992, and as a director of the company's
Sylvan Australia Pty Limited subsidiary since June 1994.

Jeanine C. Heller is an independent investor relations consultant, advising
publicly held companies since 1990. She also provides equity analysis and
portfolio advice to investors through Smith, Moore & Co. Ms. Heller holds the
Chartered Financial Analyst designation. Ms. Heller served as senior vice
president of Stifel, Nicolaus & Co., an investment and brokerage subsidiary of
Stifel Financial Group, from May 1987 through April 1990. Prior to that, she
served as vice president of Josephthal & Co., a securities firm based in New
York. She has also served as a member of the board of trustees of St.
Mary-of-the-Woods College in Indiana.




                                       2
<PAGE>

Virgil H. Jurgensmeyer has served as chairman of the board of J-M Farms, Inc. (a
grower and marketer of fresh mushrooms) since April 1979 and as chairman of the
board of J-M Foods, Inc. (a producer and marketer of fresh-cut salads) since
January 1991. Mr. Jurgensmeyer is owner and chairman of Mid-West Custom Mixing
Co. (a mixer of rubber compounds), Miami Industrial Supply and Manufacturing Co.
(a manufacturer of mushroom production equipment) and Miken Computer Co. (a
retailer of personal computer hardware, software and services).

Nelson Obus has served as president of Wynnefield Capital, Inc. since November
1992 and as the managing member of Wynnefield Capital Management, LLC since
January 1997. Wynnefield Capital Management manages two partnerships and
Wynnefield Capital, Inc. manages one partnership, all three of which invest in
small-cap value U.S. public equities.

Dennis C. Zensen was elected chairman of Sylvan's board in July 1990 and has
served as director, president and chief executive officer of Sylvan since April
1989.

IDENTIFICATION OF EXECUTIVE OFFICERS

A description of Sylvan's executive officers is included in Part I of its Annual
Report on Form 10-K, filed with the Securities and Exchange Commission on March
26, 2004.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the company's
directors, executive officers and persons who own more than ten percent of a
registered class of the company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the company. Directors,
executive officers and greater-than-ten-percent shareholders are required by
Commission regulations to furnish the company with copies of all Section 16(a)
forms that they file.

Sylvan believes that all filing requirements applicable to its directors and
executive officers were complied with during 2003. In making these disclosures,
the company has relied solely on the written and oral representations of its
directors and executive officers and copies of the reports that they filed with
the Commission.






                                       3
<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                          ANNUAL COMPENSATION                       LONG-TERM COMPENSATION
                                          -------------------                       ----------------------
                                                                                 NUMBER OF SHARES
                                                              OTHER ANNUAL       UNDERLYING STOCK  ALL OTHER
NAME AND PRINCIPAL POSITION  YEAR     SALARY     BONUS        COMPENSATION       OPTIONS GRANTED   COMPENSATION
---------------------------  ----     ------     -----        ------------       ---------------   ------------
<S>                         <C>     <C>       <C>            <C>                  <C>               <C>
Dennis C. Zensen             2003    $500,000  $ 155,000      $103,078 (b)                 --        $181,031 (f)
   President and Chief       2002     500,000    150,000       125,619 (b)                 --         181,668
   Executive Officer         2001     500,000    240,000       119,192 (b)                 --         174,219

Monir K. Elzalaki            2003    $300,000   $ 45,000      $ 11,940 (b)                 --        $ 22,134 (f)
   President                 2002     300,000     65,000        19,418 (b)                 --          29,157
   Sylvan America, Inc.      2001     289,583     65,000        11,837 (b)                 --          18,048

Michael A. Walton (a)        2003    $277,450   $ 53,700             --                    --        $ 21,641 (f)
   Managing Director         2002     277,450         --        29,000 (c)                 --          21,641
   Sylvan Europe             2001     268,500     80,550             --                    --          20,943

Gary D. Walker               2003    $200,000   $ 20,000      $ 30,346 (d)                 --        $ 22,533 (f)
   President                 2002     200,000     30,000        10,081 (b)                 --          15,630
   Sylvan Bioproducts, Inc.  2001     185,000     30,000        28,910 (e)                 --          15,521

Donald A. Smith              2003    $228,500   $ 50,000             --                    --        $  1,317 (f)
   Chief Financial Officer   2002     207,500     30,000        10,252 (b)                 --          15,874
                             2001     183,750     30,000        11,445 (b)                 --          17,351
</TABLE>

--------------

(a)  Mr. Walton, a citizen and resident of the United Kingdom, is paid in
     British pounds. For the purposes of this report, his compensation
     for each of the three years was converted into U.S. dollars using a
     December 31, 2003 exchange rate of pound sterling equal to $1.79.

(b)  Reflects reimbursements for income taxes incurred as a result of
     contributions made by the company on behalf of the executive officer to its
     Nonqualified Target Benefit Annuity Purchase Program.

(c)  Constitutes the difference between the exercise and market prices of stock
     options that Mr. Walton exercised during the year.

(d)  Reflects Mr. Walker's recognition of the $17,204 difference between the
     exercise and market prices of stock options that he exercised during the
     year and of a $13,142 reimbursement for income taxes incurred as a result
     of contributions made by the company on his behalf to its Nonqualified
     Target Benefit Annuity Purchase Program.

(e)  Reflects Mr. Walker's recognition of the $18,750 difference between the
     exercise and market prices of stock options that he exercised during the
     year and of a $10,160 reimbursement for income taxes incurred as a result
     of contributions made by the company on his behalf to its Nonqualified
     Target Benefit Annuity Purchase Program.

(f)  Amounts reported for 2003 consist of the following:

<TABLE>
<CAPTION>
                                               Zensen     Elzalaki        Walton       Walker        Smith
                                               ------     --------        ------       ------        -----
<S>                                          <C>          <C>          <C>           <C>            <C>
     o  Nonqualified target benefit
        annuity purchase premiums............ $179,714    $20,817            --       $21,216        $   --
     o  401(k) plan company
        matching contributions...............    1,179      1,179            --         1,179         1,179
     o  Term life insurance premiums.........      138        138            --           138           138
     o  UK pension benefit plan
        contribution.........................       --         --       $21,641            --            --
</TABLE>


                                       4
<PAGE>




AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE

<TABLE>
<CAPTION>
                                                         NO. OF SHARES UNDERLYING        VALUE OF UNEXERCISED
                                                           UNEXERCISED OPTIONS           IN-THE-MONEY OPTIONS
                            SHARES                             AT  12/28/03                AT   12/28/03 (b)
                           ACQUIRED        VALUE        --------------------------     -------------------------
     NAME                 ON EXERCISE    REALIZED (a)   EXERCISABLE  UNEXERCISABLE     EXERCISABLE UNEXERCISABLE
     ----                 -----------    ------------   -----------  -------------     ----------- -------------
<S>                        <C>             <C>           <C>           <C>              <C>          <C>
     Dennis C. Zensen           --              --         45,000          --            $156,375        --
     Monir K. Elzalaki          --              --         63,334          --              89,643        --
     Michael A. Walton          --              --         75,000          --              82,250        --
     Gary D. Walker         10,000          17,204         60,000          --              89,500        --
     Donald A. Smith            --              --         43,668          --             104,873        --
</TABLE>

-------------

(a)  Reflects value before income taxes payable as a result of exercise.

(b)  The closing market price of Sylvan's common stock as of December 28, 2003
     was $12.10 per share.

DEFINED BENEFIT PLAN DISCLOSURE

Sylvan has a defined benefit pension plan covering eligible salaried employees
of its Sylvan America, Inc. and Sylvan Foods, Inc. subsidiaries, and former
salaried employees of its closed Moonlight Mushrooms, Inc. subsidiary. The
pension plan is funded solely by employer contributions, but the company ceased
accruing benefits for the plan as of January 3, 1993. Annual pension benefits
under the plan are determined by multiplying 1.25% times the employee's average
salary as reported on such employee's Form W-2 over the five highest earnings
years of service prior to January 3, 1993, times the employee's number of years
of service prior to January 3, 1993. Pension benefits are not subject to
deductions for Social Security benefits. Mr. Elzalaki and Mr. Walker are the
only persons named in the Summary Compensation Table who have an accrued benefit
under the plan. Mr. Elzalaki has two years of credited service as of January 3,
1993, and an accrued benefit of approximately $324 per month at age 65. Mr.
Walker has six months of credited service and an accrued benefit of
approximately $95 per month at age 65.

COMPENSATION OF DIRECTORS

Sylvan compensates each nonemployee director with an annual retainer of $10,000
and a payment of $2,000 for each board meeting attended and for each committee
meeting attended. The directors as a group were paid $198,000 in total during
2003. Directors are also reimbursed for travel and other necessary business
expenses incurred for attending meetings.

In addition, under the terms of the 1993 Stock Option Plan for Nonemployee
Directors and to the extent that shares are available, each nonemployee director
is automatically granted nonincentive options to purchase 10,000 shares of
common stock on the first business day following the annual meeting at which
such individual first becomes a Sylvan director. In addition, he or she is
automatically granted nonincentive options to purchase 1,000 shares of common
stock on the first business day following the day of each subsequent annual
meeting of shareholders. The exercise price per share of the common stock
underlying each option granted is the closing price of the common stock on the
date of grant as reported on The Nasdaq Stock Market.

Directors who are employees of the company or its subsidiaries are eligible to
participate in the company's 1990 Stock Option Plan.


                                       5
<PAGE>



             EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
                         CHANGE-IN-CONTROL ARRANGEMENTS

                   Messrs. Elzalaki, Smith, Walker and Zensen

Sylvan entered into employment continuation agreements with these executive
officers in September 2002. The agreements are intended to provide for
continuity of management if there is a change of control of Sylvan. They become
effective whenever a "change of control" occurs. A "change of control" is
defined in the agreements as:

     o    when any "person," as defined in the Securities Exchange Act of 1934,
          acquires 51% or more of Sylvan's securities (with certain exceptions);

     o    the completion of a tender offer to acquire 51% or more of the voting
          power of Sylvan's stock (with certain exceptions);

     o    when 39% of Sylvan's directors are replaced without the approval of a
          majority of the existing directors or directors previously approved by
          the then existing directors;

     o    any merger or business combination of Sylvan and another company,
          unless the outstanding voting securities of Sylvan prior to the
          transaction continue to represent at least a majority of the voting
          securities of the new company; or

     o    any other transaction that Sylvan's board determines is a change of
          control with respect to the officers.

A "potential change of control" is defined as when:

     o    any person acquires or announces an intention to acquire 51% or more
          of Sylvan's voting securities, except any offer that, if completed,
          would not constitute a change of control;

     o    Sylvan enters into an agreement that would constitute a change of
          control; or

     o    a solicitation of proxies for the election of directors is commenced
          by anyone other than Sylvan that, if successful, would effect a change
          of control.

Under the agreements, an executive is entitled to receive severance payments in
either of the following situations:

     o    Sylvan terminates the executive following a change of control or a
          potential change of control, other than for death, disability or for
          "cause" (as defined in the agreements); or

     o    the executive terminates his or her employment for "good reason" (as
          defined in the agreements) following a change of control or a
          potential change of control.

If Messrs. Elzalaki, Smith or Walker becomes entitled to receive a severance
payment, each will receive two times his then base salary paid over a two-year
period. If Mr. Zensen becomes entitled to receive a severance payment, he will
receive $1 million in a lump-sum payment. In addition, Mr. Zensen will be
retained to serve as a consultant for two years commencing on his termination
date. His fee for such services will be $480,000, payable in equal monthly
installments over the two-year period.

If any payments made to an executive officer under the severance agreements are
subject to the excise tax that the Internal Revenue Code imposes on excess
parachute payments, Sylvan will pay the amounts due under the severance
agreement and will "gross up" the executive officer's compensation for the
excise tax, and for any federal, state and local income taxes applicable to the
excise tax, and for tax penalties and interest.

Each executive officer will also be entitled to receive a lump-sum payment if he
continues his employment with Sylvan during the period of time that begins on
the date that a potential change of control occurs and ends on the date that a
change of control occurs. Messrs. Elzalaki, Smith and Walker will receive
$50,000 and Mr. Zensen will receive $100,000. Each executive officer will also
receive the payment if his employment is terminated without cause (as defined in
the agreements) before the change of control occurs or if he terminates his
employment for good reason (as defined in the agreement) before the change of
control occurs.

Sylvan will also continue to cover each executive under the company's welfare
benefit plans for healthcare, life and accidental death and dismemberment
insurance, and disability insurance for one year following the date of a covered
termination. These benefits will be discontinued if the executive receives
similar benefits from another employer. In addition, Sylvan will pay the
executive's reasonable legal fees and expenses if he must hire a lawyer to
enforce the agreement. As part of the agreements, the executives agree not to
disclose or to use for their own purposes confidential and proprietary Sylvan
information and, for a period of two years following termination of employment,
they agree not to compete with Sylvan or induce employees to leave Sylvan or to
otherwise interfere with Sylvan's business.



                                       6
<PAGE>



                                   Mr. Walton

In April 1988, Mr. Walton entered into a Managers Service Agreement with White
Queen Limited, a British company that Sylvan acquired in 1992. The agreement
states that Mr. Walton is to serve as White Queen's general manager, be paid a
salary of 24,000 pounds sterling per year and be provided with the use of an
automobile. Mr. Walton's salary is to be reviewed each year with changes to be
effective each January 1. He is to receive annual increases of no less than the
proportional increase in the Retail Price Index published by England's
Department of Employment, or on the basis of increases in other published
inflation measures, in the event that the Retail Price Index is no longer
available.

The agreement also provides for Mr. Walton's participation in the company's
fringe benefit programs, including its supplemental private medical benefits
program. In addition, termination of Mr. Walton's employment must be with a
minimum of three years notice, unless it is due to his mental incapacity,
declaration of bankruptcy, conviction of a serious criminal offense, persistent
and willful neglect or disregard of duties, refusal to carry out reasonable and
proper instructions of the board of directors of the company, the commission of
any action that is manifestly prejudicial to the company, or a material breach
of the employment agreement.

                   Waiver of Certain Change of Control Rights

As previously announced, Sylvan entered into a definitive agreement with Snyder
Associated Companies, Inc. of Kittanning, Pennsylvania, which will result in a
merger between Sylvan and a Snyder affiliate. It is anticipated that Messrs.
Zensen, Elzalaki, Smith and Walker will waive the change of control and
potential change of control triggers that are in their agreements with respect
to the proposed merger. However, the agreements will remain in place for five
years after the merger so that, if a different change of control occurs during
the five-year period following the closing of the merger, these managers (to the
extent their employment with the surviving corporation or its applicable
subsidiary has not previously terminated) will be entitled to the benefits of
those agreements and their change of control provisions.

STOCK OPTION AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Stock Option and Compensation Committee is composed of Messrs. Jurgensmeyer
and Bennett, neither of whom is an executive officer of the company. During
2003, no executive officer of the company served on a compensation committee (or
other board committee performing equivalent functions) or the board of directors
of any entity related to any member of Sylvan's board of directors.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
<TABLE>
<CAPTION>
                                                                                                    (c)
                                              (a)                                           NUMBER OF SECURITIES
                                      NUMBER OF SECURITIES             (b)                REMAINING AVAILABLE FOR
                                       TO BE ISSUED UPON          WEIGHTED-AVERAGE         FUTURE ISSUANCE UNDER
                                    EXERCISE OF OUTSTANDING      EXERCISE PRICE OF          COMPENSATION PLANS
                                       OPTIONS, WARRANTS        OUTSTANDING OPTIONS,       (EXCLUDING SECURITIES
     PLAN CATEGORY                        AND RIGHTS            WARRANTS AND RIGHTS       REFLECTED IN COLUMN (a))
     -------------                   --------------------       --------------------      ------------------------
<S>                                       <C>                        <C>                         <C>
     Equity Compensation Plans
     Approved by Security Holders           757,469                    $11.35                     134,919 (1)

     Equity Compensation Plans Not
     Approved by Security Holders (2)            --                        --                          --


     Total                                  757,469                    $11.35                     134,919
</TABLE>

-------------

(1)  Consists of 122,919 shares available under the 1990 Stock Option Plan and
     12,000 shares available under the 1993 Stock Option Plan for Nonemployee
     Directors as of December 28, 2003. Included in the total are options that
     became available due to the forfeiture or expiration of grants.

(2)  All of Sylvan's equity plans were approved by shareholders.


                                       7
<PAGE>



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The only persons or firms known to the company that may be deemed to
beneficially own five percent or more of Sylvan's common stock as of the dates
in the footnotes are the following:

<TABLE>
<CAPTION>
                                                           AMOUNT AND NATURE                  PERCENT OF
         NAME AND ADDRESS                               OF BENEFICIAL OWNERSHIP(a)          COMMON STOCK(f)
         ----------------                               -------------------------           ---------------
<S>                                                           <C>                                <C>
         Wynnefield Capital Management, LLC..................  1,069,886(b)                       20.8%
         450 Seventh Avenue
         New York, NY  10123

         Dennis C. Zensen....................................    739,128(c)                       14.2%
         333 Main Street
         Saxonburg, PA  16056

         SAC Holding Co......................................    537,771(d)                       10.4%
         P.O. Box 1022
         One Glade Park East
         Kittanning, PA  16201

         Dimensional Fund Advisors Inc.......................    378,672(e)                        7.3%
         1299 Ocean Avenue
         Santa Monica, CA  90401
</TABLE>

-------------

(a)  Under regulations of the Securities and Exchange Commission, a person who
     directly or indirectly has or shares voting or investment power with
     respect to a security is considered a beneficial owner of the security.
     Voting power is the power to vote or direct the voting of shares;
     investment power is the power to dispose of or direct the disposition of
     shares.

(b)  Based on information reported by Wynnefield Partners Small Cap Value, L.P.
     on a Schedule 13D filed with the Securities and Exchange Commission on
     November 19, 2003, as amended through April 5, 2004.

(c)  Jointly owned by Mr. Zensen with his wife and includes 45,000 shares that
     are subject to options, all of which are exercisable. Mr. Zensen, SAC
     Holding Co. and two other individuals or entities are members of a group
     formed for the purpose of acquiring, holding, voting or disposing of
     securities of Sylvan as more fully described in the statement on Schedule
     13D/A (Amendment No. 1) filed with the Securities and Exchange Commission
     on December 24, 2003, as amended further through April 5, 2004. As a result
     of his membership in this group, Mr. Zensen may be deemed, for purposes of
     Section 13(d) of the Securities Exchange Act of 1934, to beneficially own
     the 537,771 shares of stock beneficially owned by SAC. Mr. Zensen disclaims
     beneficial ownership of any shares in which he does not have a pecuniary
     interest.

(d)  Based on information reported by SAC Holding Co. on a Schedule 13D filed
     with the Securities and Exchange Commission on November 21, 2003, as
     amended through April 5, 2004. SAC, Mr. Zensen and two other individuals or
     entities are members of a group formed for the purpose of acquiring,
     holding, voting or disposing of securities of Sylvan as more fully
     described in the statement on Amendment No. 1 to such Schedule 13D filed
     with the Securities and Exchange Commission on December 24, 2003 and
     Amendment No. 2 to such Schedule 13D filed with the Securities and Exchange
     Commission on February 18, 2004. As a result of its membership in this
     group, SAC may be deemed, for purposes of Section 13(d) of the Securities
     Exchange Act of 1934, to beneficially own the 739,128 shares of stock
     beneficially owned by Mr. Zensen, which includes 45,000 shares that are
     subject to exercisable options. SAC disclaims beneficial ownership of any
     shares in which it does not have a pecuniary interest.

(e)  According to an amendment to its Schedule 13G dated February 6, 2004,
     Dimensional Fund Advisors Inc., an investment advisor registered under
     Section 203 of the Investment Advisors Act of 1940, furnishes investment
     advice to four investment companies registered under the Investment Company
     Act of 1940, and serves as investment manager to certain other commingled
     group trusts and separate accounts. These investment companies, trusts and
     accounts are the "Funds." In its role as investment advisor or manager,
     Dimensional possesses voting and/or investment power over Sylvan's
     securities that are owned by the Funds. All securities reported in this
     schedule are owned by the Funds. Dimensional disclaims beneficial ownership
     of such securities.


                                       8
<PAGE>

(f)  Based on 5,155,131 shares of the company's common stock issued and
     outstanding on December 28, 2003, except in the case of Mr. Zensen, in
     whose case 45,000 shares that are subject to exercisable options are
     included in the number of shares outstanding in determining Mr. Zensen's
     ownership percentage.

SECURITY OWNERSHIP OF MANAGEMENT

The table below sets forth the following information as of April 15, 2004.
Unless otherwise described in the footnotes, each named person has sole voting
and investment power as to all shares listed opposite his name.

<TABLE>
<CAPTION>
                                                          SHARES OF BENEFICIALLY OWNED COMMON STOCK
                                                          -----------------------------------------
                                                DIRECT            OTHER             RIGHT TO        PERCENT OF
     NAME                                      OWNERSHIP        OWNERSHIP          ACQUIRE (e)    OUTSTANDING (f)
     ----                                      ---------        ---------          -----------    ---------------
<S>                                          <C>               <C>                   <C>              <C>
     Dennis C. Zensen                           694,128(a)               -             45,000           14.3%
     William L. Bennett                            6,000            2,880(b)           17,000            *
     Monir K. Elzalaki                            11,061                 -             63,334            *
     Jeanine C. Heller                                 -            1,000(c)                -            *
     Virgil H. Jurgensmeyer                       31,000                 -              9,000            *
     Nelson Obus                                       -        1,069,886(d)           12,000           21.0%
     Donald A. Smith                                   -                 -             43,668            *
     Gary D. Walker                                4,130                 -             60,000            *
     Michael A. Walton                             5,000                 -             75,000            *
     All of the above and all other executive    755,419         1,073,766            356,668           42.4%
     officers as a group (g)
</TABLE>

-----------

*    Less than 5%

(a)  Owned in joint tenancy by Mr. Zensen with his wife.

(b)  Includes 2,000 shares held in Mr. Bennett's 401(k) account and 880 shares
     held by trusts for the benefit of Mr. Bennett's children, with respect to
     which he disclaims beneficial ownership.

(c)  Held in Ms. Heller's IRA.

(d)  Mr. Obus is president of Wynnefield Capital, Inc. and a managing member of
     Wynnefield Capital Management, LLC. Both companies have indirect beneficial
     ownership in securities held in the name of Wynnefield Partners Small Cap
     Value, L.P. and Wynnefield Partners Small Cap Value, L.P.I. and Wynnefield
     Small Cap Value Offshore Fund, Ltd., which, combined, own all of the
     indicated shares.

(e)  Consists of shares that are subject to exercisable options.

(f)  Based on 5,155,131 shares of Sylvan's common stock issued and outstanding
     on April 15, 2004.

(g)  Ten persons, including those named.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2003, various mushroom business interests of Mr. Jurgensmeyer, a member
of the company's board, purchased spawn and compost supplements at fair market
value totaling $766,000.



                                       9
<PAGE>



ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table lists the fees paid or accrued by Sylvan for services
provided by Ernst and Young LLP during the indicated years.

<TABLE>
<CAPTION>
                                             2003                     2002
                                             ----                     ----
<S>                                         <C>                      <C>
             Audit fees (a)                 $226,250                 $175,838
             Audit-related fees                    -                        -
             Tax fees (b)                     13,154                        -
             All other fees                        -                        -
                                            --------                 --------

             Total                          $239,404                 $175,838
</TABLE>


(a)  Reflects fees related to the audit of Sylvan's financial statements, review
     of quarterly financial statements and audit services provided in connection
     with other regulatory filings.

(b)  Reflects fees related to federal, state and international tax
     consultations.

Sylvan's audit committee is responsible for the appointment, compensation and
oversight of the work of the independent auditor. As part of this
responsibility, the audit committee is required to pre-approve the audit and
non-audit services performed by the independent auditor to assure that the
provision of such services does not impair the auditor's independence. All audit
and other fees are subject to the specific pre-approval of the audit committee
and all services rendered by Ernst & Young LLP during fiscal year 2003 were
pre-approved by the audit committee.


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(C)  EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K

     31  Rule 13a-14(a) Certification of Dennis C. Zensen
     31  Rule 13a-14(a) Certification of Donald A. Smith
     32  Section 1350 Certification of Dennis C. Zensen
     32  Section 1350 Certification of Donald A. Smith


                                   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.

                                          SYLVAN INC.

April 23, 2004                            By:   /s/  FRED Y. BENNITT
                                              --------------------------------
                                              Fred Y. Bennitt
                                              Secretary/Treasurer



                                       10