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

                                   FORM 10-Q/A

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

                  For the quarterly period ended April 3, 2004

                                       OR

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

                         Commission file number 1-7753

                           DECORATOR INDUSTRIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                             25-1001433
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

10011 Pines Blvd., Suite #201, Pembroke Pines, Florida               33024
------------------------------------------------------            ----------
         (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:  (954) 436-8909

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

                                  Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


       Title of each class                           Outstanding at May 14, 2004
       -------------------                           ---------------------------
Common Stock, Par Value $.20 Per Share                        2,812,155


<PAGE>

                                EXPLANATORY NOTE

The purpose of this amendment on Form 10-Q/A to the Quarterly Report on Form
10-Q of Decorator Industries, Inc. for the quarter ended April 3, 2004 is to
restate its financial statements for the thirteen weeks ended April 3, 2004 and
related disclosures, as described in Note 1 to the financial statements.
Additional information about the decision to restate these financial statements
can be found in the Company's Form 8-K/A, filed with the Securities and Exchange
Commission on April 6, 2005.

No attempt has been made in this Form 10-Q/A to modify or update other
disclosures presented in the original report on Form 10-Q. The Form 10-Q/A does
not reflect events occurring after the filing of the Form 10-Q or modify or
update these disclosures, including the exhibits to the Form 10-Q affected by
subsequent events. Information not affected by the restatement is unchanged and
reflects the disclosures made at the time of the original filing of the Form
10-Q on May 14, 2004. Accordingly, this Form 10-Q/A should be read in
conjunction with the Company's filings made with the Securities and Exchange
Commission subsequent to the filing of the original Form 10-Q. The following
items have been amended as a result of the restatement:

o Part I - Item 1 - Financial Statements

o Part I - Item 2 - Management's Discussion and Analysis of Financial Condition
                    and Results of Operations

o Part I - Item 4 - Controls and Procedures


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
-------  ---------------------

                            DECORATOR INDUSTRIES, INC
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                       APRIL 3,      JANUARY 3,
           ASSETS                                                        2004           2004
           ------                                                    -----------     -----------
                                                                     (RESTATED)
                                                                     (UNAUDITED)
<S>                                                                  <C>             <C>
CURRENT ASSETS:
   Cash and Cash Equivalents                                         $   325,106     $ 3,991,631
   Accounts Receivable, less allowance for
      doubtful accounts ($201,094 and $200,598)                        4,959,773       3,519,418
   Inventories                                                         5,402,973       4,123,397
   Other Current Assets                                                  387,284         274,285
                                                                     -----------     -----------
TOTAL CURRENT ASSETS                                                  11,075,136      11,908,731
                                                                     -----------     -----------

Property and Equipment
   Land, Buildings & Improvements                                      5,636,096       5,114,341
   Machinery, Equipment, Furniture & Fixtures                          6,312,433       6,064,877
                                                                     -----------     -----------
Total Property and Equipment                                          11,948,529      11,179,218
   Less: Accumulated Depreciation and Amortization                     5,330,680       5,157,452
                                                                     -----------     -----------
Net Property and Equipment                                             6,617,849       6,021,766
                                                                     -----------     -----------

Goodwill, less accumulated Amortization of $1,348,569                  2,731,717       2,731,717
Identifiable intangible asset, less accumulated Amortization
   of $124,840                                                         3,761,849              --
Other Assets                                                             214,384         426,108
                                                                     -----------     -----------

TOTAL ASSETS                                                         $24,400,935     $21,088,322
                                                                     ===========     ===========

      LIABILITIES & STOCKHOLDERS' EQUITY
      ----------------------------------

CURRENT LIABILITIES:
   Accounts Payable                                                  $ 3,509,224     $ 1,878,683
   Current Maturities of Long-term Debt                                  166,628         166,251
   Accrued Expenses:
      Income Taxes                                                        85,274              --
      Compensation                                                       657,675         940,158
      Acquisition Liability                                            1,372,409              --
      Other                                                            1,309,883         915,777
                                                                     -----------     -----------
TOTAL CURRENT LIABILITIES                                              7,101,093       3,900,869
                                                                     -----------     -----------

Long-Term Debt                                                         1,884,155       1,926,832
Deferred Income Taxes                                                    672,000         646,000
                                                                     -----------     -----------
TOTAL LIABILITIES                                                      9,657,248       6,473,701
                                                                     -----------     -----------

Stockholders' Equity
   Common Stock $.20 par value: Authorized shares, 10,000,000;
      Issued shares, 4,485,728                                           897,146         897,146
   Paid-in Capital                                                     1,373,773       1,426,435
   Retained Earnings                                                  20,693,063      20,576,497
                                                                     -----------     -----------
                                                                      22,963,982      22,900,078
   Less: Treasury stock, at cost: 1,673,573 and 1,686,840 shares       8,220,295       8,285,457
                                                                     -----------     -----------
TOTAL STOCKHOLDERS' EQUITY                                            14,743,687      14,614,621
                                                                     -----------     -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $24,400,935     $21,088,322
                                                                     ===========     ===========
</TABLE>

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

                                       1
<PAGE>

                            DECORATOR INDUSTRIES, INC
                             STATEMENTS OF EARNINGS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                FOR THE THIRTEEN WEEKS ENDED
                                                 ---------------------------------------------------------
                                                         APRIL 3, 2004                 MARCH 29, 2003
                                                 ---------------------------   ---------------------------
                                                          (RESTATED)
<S>                                              <C>                  <C>      <C>                  <C>
Net Sales                                        $ 12,792,048         100.00%  $  9,779,753         100.00%
Cost of Products Sold                              10,508,820          82.15%     7,709,701          78.83%
                                                 ------------                  ------------
Gross Profit                                        2,283,228          17.85%     2,070,052          21.17%

Selling and Administrative Expenses                 1,955,023          15.28%     1,560,724          15.96%
                                                 ------------                  ------------
Operating Income                                      328,205           2.57%       509,328           5.21%

Other Income (Expense)
              Interest and Investment Income           27,441           0.21%        15,891           0.16%
              Interest Expense                        (26,762)         -0.21%       (10,344)         -0.10%
                                                 ------------                  ------------
Earnings Before Income Taxes                          328,884           2.57%       514,875           5.27%
Provision for Income Taxes                            128,000           1.00%       207,000           2.12%
                                                 ------------                  ------------

NET INCOME                                       $    200,884           1.57%  $    307,875           3.15%
                                                 ============                  ============

EARNINGS PER SHARE
               BASIC                             $       0.07                  $       0.11
                                                 ============                  ============
               DILUTED                           $       0.07                  $       0.11
                                                 ============                  ============
Weighted Average Number of
  Shares Outstanding
               Basic                                2,805,963                     2,791,226
               Diluted                              2,928,728                     2,807,647
</TABLE>

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

                                       2
<PAGE>

                            DECORATOR INDUSTRIES, INC
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                 FOR THE THIRTEEN WEEKS ENDED
                                                             -----------------------------------
                                                             APRIL 3, 2004        MARCH 29, 2003
                                                             -------------        --------------
                                                              (RESTATED)
<S>                                                           <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                                 $   200,884           $   307,875
   Adjustments to Reconcile Net Income to Net Cash
   Provided by Operating Activities
       Depreciation and Amortization                              314,758               176,311
       Provision for Losses on Accounts Receivable                     --                10,000
       Deferred Taxes                                              14,000                (4,000)
       (Gain)/Loss on Disposal of Assets                             (584)                9,119
   Increase (Decrease) from Changes in:
       Accounts Receivable                                     (1,440,355)             (591,116)
       Inventories                                                (22,462)              629,463
       Prepaid Expenses                                          (100,999)              (13,811)
       Other Assets                                               211,724              (128,016)
       Accounts Payable                                         1,630,541               107,661
       Accrued Expenses                                           (17,065)             (337,715)
                                                              -----------           -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                         790,442               165,771
                                                              -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net cash paid for acquisitions                              (3,888,842)                   --
   Capital Expenditures                                          (455,157)              (53,231)
   Proceeds from Property Dispositions                              1,150                    --
                                                              -----------           -----------
NET CASH USED IN INVESTING ACTIVITIES                          (4,342,849)              (53,231)
                                                              -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Long-term Debt Payments                                        (42,300)              (31,413)
   Dividend Payments                                              (84,318)              (83,726)
   Issuance of Stock for Directors Trust                           12,500                10,000
                                                              -----------           -----------
NET CASH USED IN FINANCING ACTIVITIES                            (114,118)             (105,139)

Net (Decrease) Increase in Cash and Cash Equivalents           (3,666,525)                7,401
Cash and Cash Equivalents at Beginning of Year                  3,991,631             2,117,762
                                                              -----------           -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                    $   325,106           $ 2,125,163
                                                              ===========           ===========

Supplemental Disclosures of Cash Flow Information:
   Cash Paid for:
       Interest                                               $    13,865           $     6,289
       Income Taxes                                           $    21,468           $    25,091
</TABLE>

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

                                       3
<PAGE>

                           DECORATOR INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
              THIRTEEN WEEKS ENDED APRIL 3, 2004 AND MARCH 29, 2003
                                   (UNAUDITED)

NOTE 1.  In the opinion of management, the accompanying unaudited financial
         statements contain all adjustments necessary to present fairly the
         Company's financial position as of April 3, 2004, the changes therein
         for the thirteen week period then ended and the results of operations
         for the thirteen week periods ended April 3, 2004 and March 29, 2003.

         Following a review with the Securities and Exchange Commission (SEC) on
         March 22, 2005 of the Company's accounting for the acquisition of
         Fleetwood Enterprises' Drapery operations, it was the SEC's view that
         the Company purchased a business rather than assets. Certain excess
         costs associated with this acquisition were capitalized and being
         amortized over the 6 year period of the exclusive supply agreement. The
         SEC determined these costs should in fact have been expensed as
         incurred to conform with Generally Accepted Accounting Principles
         (GAAP). The financial position as of April 3, 2004, and the results of
         operations for the thirteen weeks ended April 3, 2004, have been
         restated to conform with this application of GAAP.

NOTE 2.  The financial statements included in the Form 10-Q/A are presented in
         accordance with the requirements of the form and do not include all of
         the disclosures required by accounting principles generally accepted in
         the United States of America. For additional information, reference is
         made to the Company's annual report on Form 10-K for the year ended
         January 3, 2004. The results of operations for the thirteen week
         periods ended April 3, 2004 and March 29, 2003 are not necessarily
         indicative of operating results for the full year.

NOTE 3.  INVENTORIES
         -----------

         Inventories at April 3, 2004 and January 3, 2004 consisted of the
         following:

                                               APRIL 3, 2004     JANUARY 3, 2004
                                               -------------     ---------------
         Raw Material and supplies              $4,659,603          $3,506,619
         In Process and Finished Goods             743,370             616,778
                                                ----------          ----------
         Total Inventory                        $5,402,973          $4,123,397
                                                ==========          ==========

NOTE 4.  EARNINGS PER SHARE
         ------------------

         Basic earnings per share is computed by dividing net income by
         weighted-average number of shares outstanding. Diluted earnings per
         share includes the dilutive effect of stock options. In accordance with
         SFAS No. 128, the following is a reconciliation of the numerators and
         denominators of the basic and diluted EPS computations:

                                       4
<PAGE>

                                                 FOR THE THIRTEEN WEEKS ENDED
                                               ------------------------------
                                               APRIL 3, 2004    MARCH 29, 2003
                                               -------------    --------------
         Numerator:
             Net income                          $  200,884       $  307,875
                                                 ==========       ==========
         Denominator:
             Weighted-average number of
                 common shares outstanding        2,805,963        2,791,226

             Dilutive effect of
                 stock options on net income        122,765           16,421
                                                 ----------       ----------
                                                  2,928,728        2,807,647
                                                 ==========       ==========

             Diluted earnings per share:         $     0.07       $     0.11
                                                 ==========       ==========

NOTE 5.  BUSINESS ACQUISITION
         --------------------

         On January 23, 2004, the Company entered into an agreement, effective
         January 26, 2004, to purchase the land, building, machinery, equipment,
         inventory and other assets of Fleetwood Enterprises Inc.'s
         ("Fleetwood") drapery operation in Douglas, Georgia for a purchase
         price of $4 million in cash, plus an additional amount for inventory of
         up to $1,257,114. Payment for the inventory is due to Fleetwood on
         January 24, 2005 and will include interest at 4%.

         In connection with the acquisition, the Company and Fleetwood entered
         into an agreement for the Company to be the exclusive supplier of
         Fleetwood's drapery, bedspread, and other decor requirements for a
         period of six years. If, at the end of three years, Fleetwood is
         satisfied with the Company's performance under this agreement, it will
         extend the terms of this agreement an additional three years.

         The acquired business was engaged in the manufacture of curtains,
         valances, bedspreads and other decor items. Fleetwood used the acquired
         business to supply most of its Manufactured Housing and some of its
         Recreational Vehicle requirements for these items. Sales to other
         customers were negligible.

         The Company has assigned the excess costs of this acquisition over the
         value of the asset acquired to an identifiable intangible asset. This
         intangible will be amortized over the life of the agreement with
         Fleetwood. The agreement to expand its relationship and become
         Fleetwood's exclusive supplier of the above mentioned products was the
         primary factor in compelling the Company to make the purchase. The
         asset is currently being amortized over six years. The remaining
         benefits of the agreement with Fleetwood exceed the remaining
         capitalized cost of the intangible asset.

         The Company is unable to provide meaningful pro-forma financial
         statements for this combination, because it is operating the business
         on a substantially different basis than its predecessor.

         The Company used internal funds for the purchase price paid at closing
         and will likely generate sufficient funds internally to satisfy the
         remaining obligation due in January 2005. At the date of closing, the
         Company's $5,000,000 line of credit was unused. The Company does expect
         to use its line of credit for working capital requirements during 2004.

                                       5
<PAGE>

         Fleetwood was the Company's largest customer in 2003, representing
         approximately 26% of total sales. The combined sales of the acquired
         business and the Company's to Fleetwood's Manufactured Housing and
         Recreational Vehicle businesses would have been approximately 36% of
         the Company's total sales in 2003.

         The total acquisition cost and liability is as follows:

         Total Acquisition Cost                     $5,261,251
         Cash Paid through April 3, 2004             3,888,842
                                                    ----------
         Acquisition Liability at April 3, 2004     $1,372,409
                                                    ==========

Item 2.  Management's Discussion and Analysis of Financial Condition and
-------  ---------------------------------------------------------------
         Results of Operations.
         ----------------------

CAUTIONARY STATEMENT: THIS QUARTERLY REPORT ON FORM 10-Q MAY CONTAIN STATEMENTS
RELATING TO FUTURE EVENTS, INCLUDING RESULTS OF OPERATIONS, THAT ARE CONSIDERED
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS REPRESENT THE
COMPANY'S EXPECTATIONS OR BELIEF AS TO FUTURE EVENTS AND, BY THEIR VERY NATURE,
ARE SUBJECT TO RISKS AND UNCERTAINTIES WHICH MAY RESULT IN ACTUAL EVENTS
DIFFERING MATERIALLY FROM THOSE ANTICIPATED. IN PARTICULAR, FUTURE OPERATING
RESULTS AND FUTURE LIQUIDITY WILL BE AFFECTED BY THE LEVEL OF DEMAND FOR
RECREATIONAL VEHICLES, MANUFACTURED HOUSING AND HOTEL/MOTEL ACCOMMODATIONS AND
MAY BE AFFECTED BY CHANGES IN ECONOMIC CONDITIONS, INTEREST RATE FLUCTUATIONS,
COMPETITIVE PRODUCTS AND PRICING PRESSURES WITHIN THE COMPANY'S MARKETS, THE
COMPANY'S ABILITY TO CONTAIN ITS MANUFACTURING COSTS AND EXPENSES, AND OTHER
FACTORS. FORWARD-LOOKING STATEMENTS BY THE COMPANY SPEAK ONLY AS OF THE DATE
MADE, AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE SUCH
STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS.

FINANCIAL CONDITION
-------------------

The Company's financial ratios changed significantly as illustrated below. The
financial condition remains strong, and the long-term debt to total
capitalization ratio remained low at 11.33%

                                        APRIL 3, 2004           JANUARY 3, 2004
                                        -------------           ---------------
         Current Ratio                      1.56                     3.05
         Quick Ratio                        0.80                     2.00
         LT Debt to Total Capital          11.33%                   11.65%
         Working Capital                 $3,974,043               $8,007,862

The change in the Company's financial ratios reflects the acquisition in January
2004 of Fleetwood's drapery operation in Douglas, Georgia. The Company paid
$4,000,000 at closing and on January 24, 2005 will pay up to $1,257,114, plus
interest at 4%, for inventory purchased from Fleetwood. The Company used
internal funds for the purchase price paid at closing and will likely generate
sufficient funds to satisfy the remaining obligation due in one year.

Days sales outstanding in accounts receivable were 34.3 days at April 3, 2004,
compared to 36.3 days at March 29, 2003. Net accounts receivable increased by
$964,029 and inventories increased by $1,644,366 from March 29, 2003 to April 3,
2004. These increases are attributable to the acquisition of the Fleetwood
Drapery operation and to the overall increase in business.


                                       6
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
-------  ---------------------------------------------------------------
         Results of Operations. (continued)
         ----------------------------------

In January 2004, the Company began assigning certain account receivables under a
"Receivables Servicing and Credit Approved Receivables Purchasing Agreement"
with CIT Group/Commercial Services Inc. Only receivables from sales to the
Hospitality industry may be assigned to CIT. Under the agreement CIT provides
credit checking, credit approval, and collection responsibilities for the
assigned receivables. If CIT approves an order from a Hospitality customer and
the resulting receivables are not paid or disputed by the Customer within ninety
days of sale, CIT will pay the receivable to the Company and assume ownership of
the receivable. CIT begins collection efforts for the assigned receivables (both
approved and not approved) when they are due (Hospitality sales are made on Net
30 terms). Hospitality customers are instructed to make payments directly to CIT
and CIT then wires collected funds to the Company. The Company pays CIT
six-tenths of a percent of all assigned receivables. Management believes this
cost will be mostly offset by reductions in Bad Debt expense and collection
costs. The Company entered into this arrangement to take advantage of CIT's
extensive credit checking and collection capabilities. Management believes this
arrangement will improve liquidity.

Capital expenditures, excluding the assets acquired from Fleetwood, were
$455,157 for the quarter ended April 3, 2004. This was primarily due to a
building addition to the Company's Elkhart, Indiana facility of $256,982, which
increased the Company's pleated shade capacity by 50%.

Management does not foresee any events which will adversely affect its liquidity
during 2004. As of April 3, 2004, the Company had no outstanding obligation on
its line of credit. The Company does expect to use its line of credit for
working capital requirements during 2004. The line of credit is also available
to fund additional acquisitions.

RESULTS OF OPERATIONS
---------------------

The following tables show the percentage relationship to net sales of certain
items in the Company's Statements of Earnings:

                                              FIRST       FIRST
                                             QUARTER     QUARTER
                EARNINGS RATIOS                2004        2003
                ---------------              -------     -------
         Net sales                            100.0%      100.0%
         Cost of products sold                 82.1        78.8
         Selling and administrative            15.3        16.0
         Interest and investment income        (0.2)       (0.2)
         Interest expense                       0.2         0.1
         Income taxes                           1.0         2.1
         Net income                             1.6         3.2

                                       7
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
-------  ---------------------------------------------------------------
         Results of Operations. (continued)
         ----------------------------------

THIRTEEN WEEK PERIOD ENDED APRIL 3, 2004, (FIRST QUARTER 2004) COMPARED TO
--------------------------------------------------------------------------
THIRTEEN WEEK PERIOD ENDED MARCH 29, 2003, (FIRST QUARTER 2003)
---------------------------------------------------------------

Net sales for the First Quarter 2004 were $12,792,048, compared to $9,779,753
for the same period in the previous year, a 30.8% increase. Excluding sales of
about $1.1 million arising from the acquisition of Fleetwood's drapery
operation, net sales of existing business increased more than 19%. Sales to the
Company's recreational vehicle customers increased about 35%, compared to the
same period of the prior year. This compares to an increase of 19% in factory
shipments by the recreational vehicle industry for the same quarter. Sales to
the Company's manufactured housing customers were essentially flat and sales to
the Company's hospitality customers declined about 5% for the quarter ended
April 3, 2004 compared to the same quarter of the prior year.

Cost of products sold increased to 82.1% in the First Quarter 2004 compared to
78.8% a year ago. The major reasons for the increase in this percentage were the
higher costs of production at the Douglas, Georgia facility acquired from
Fleetwood and the transition costs incurred by the Company to re-distribute most
of the acquired business to its other facilities. Without these expenses, the
cost of goods sold percentage would have been 79.8%. A somewhat negative impact
from product mix and higher manufacturing expenses were partially offset by
increased sales volumes.

Selling and administrative expenses were $1,955,023 in the First Quarter 2004
versus $1,560,724 in the First Quarter 2003. The increase is largely due to
amortization expense of the intangible asset resulting from the Fleetwood
acquisition, expenses related to the Company's new Douglas facility, higher
salaries and travel expenses related to the ongoing implementation of the
Company's Enterprise-Resource-Planning system, and a greater accrual for
performance bonuses. As a percentage of sales, selling and administrative
expenses decreased from 16.0% to 15.3% due to increased sales volume.

Interest expense increased to $26,762 in the First Quarter 2004 from $10,334 in
the First Quarter 2003 because of periodic borrowings on the Company's line of
credit, interest on the inventory purchased from Fleetwood in January 2004, and
interest on the loan secured by the Company's Elkhart, Indiana facility which
was not outstanding during the First Quarter 2003.

Net income decreased to $200,884 in the First Quarter of 2004 compared to
$307,875 in the First Quarter of 2003, a decrease of 34.8%. This decrease is
largely the result of expenses related to the Fleetwood acquisition, partially
offset by greater sales. Diluted earnings per share decreased from $0.11 per
share to $0.07 per share.

                                       8
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
-------  ---------------------------------------------------------------
         Results of Operations. (continued)
         ----------------------------------

EBITDA
------

EBITDA represents income before income taxes, interest expense, depreciation and
amortization and is an approximation of cash flow from operations before tax.
The Company uses EBITDA as an internal measure of performance and believes it is
a useful and commonly used measure of financial performance in addition to
income before taxes and other profitability measures under Generally Accepted
Accounting Principles ("GAAP").

EBITDA is not a measure of performance under GAAP. EBITDA should not be
construed as an alternative to operating income and income before taxes as an
indicator of the Company's operations in accordance with GAAP. Nor is EBITDA an
alternative to cash flow from operating activities in accordance with GAAP. The
Company's definition of EBITDA can differ from that of other companies.

The following table reconciles Net Income, the most comparable measure under
GAAP, to EBITDA for the first quarters of fiscal 2004 and 2003:

                                                  FOR THE THIRTEEN WEEKS ENDED
                                                --------------------------------
                                                APRIL 3, 2004     MARCH 29, 2003
                                                -------------     --------------
         Net Income                                $200,884          $307,875

         Add:
               Interest                              26,762            10,344
               Taxes                                128,000           207,000
               Depreciation & Amortiztion           314,758           176,311
                                                   --------          --------
         EBITDA                                    $670,404          $701,530
                                                   ========          ========

Item 4.  Controls and Procedures.
-------  ------------------------

(a) The Company's principal executive officer and principal financial officer
have reviewed the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 3, 2004 and have
concluded that they were adequate and effective. As discussed in Note 1, the
Company restated previously reported quarterly financial results for 2004. The
Company has determined that the restatement of quarterly results was not the
result of a weakness in internal controls.

(b) During the most recent fiscal quarter, there were no changes in the
Company's internal control over financial reporting identified in connection
with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or
15d-15 that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.

                                       9
<PAGE>

                           PART II - OTHER INFORMATION

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

         (a)      Exhibits:
                  ---------

                  31.1  -  Certification of President

                  31.2  -  Certification of Chief Financial Officer

                  32    -  Certificate required by 18 U.S.C.ss.1350.

         (b)      The Company filed a report on Form 8-K on February 5, 2004, to
                  announce the acquisition of Fleetwood Enterprises, Inc.'s
                  drapery manufacturing operation in Douglas, Georgia on January
                  23, 2004, as well as the signing of an agreement where the
                  Company will be the exclusive supplier of Fleetwood's drapery,
                  bedspread, and other decor requirements for a period of six
                  years.

                  The Company filed a report on Form 8-K on March 4, 2004 for
                  the purpose of furnishing the Company's March 2, 2004 press
                  release announcing the results for the fiscal quarter and
                  fiscal year ended January 3, 2004

                                       10
<PAGE>

                                   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.


                                             DECORATOR INDUSTRIES, INC.
                                                    (Registrant)



Date: April 25, 2005                         By: /s/ William A. Bassett
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                                                     William A. Bassett,
                                                     President


Date: April 25, 2005                         By: /s/ Michael K. Solomon
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                                                     Michael K. Solomon,
                                                     Chief Financial Officer

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