<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


(MARK ONE)                         FORM 10-Q/A
                                 AMENDMENT NO. 1

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

                   FOR THE QUARTERLY PERIOD ENDED MAY 18, 2003

                                       OR

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

                 For the transition period from _____ to ______

                         Commission file number: 0-50158

                         FRANK'S NURSERY & CRAFTS, INC.
             (Exact Name of Registrant as Specified in Its Charter)


                DELAWARE                                  47-0863558
        (State of Incorporation)               (IRS Employer Identification No.)

       580 KIRTS BLVD., SUITE 300
             TROY, MICHIGAN                                  48084
(Address of Principal Executive Offices)                  (Zip Code)

                                 (248) 712-7000
              (Registrant's telephone number, including area code)

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 has filed all documents and
reports required to be filed by Sections 12 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

               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.

              Class                              Outstanding at July 2, 2003

   COMMON STOCK $.001 PAR VALUE                          13,919,459
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the unaudited
financial statements and notes thereto included elsewhere in this Quarterly
Report, and with the audited financial statements and notes thereto included in
the Annual Report on Form 10-K as filed with the Securities and Exchange
Commission for the fiscal year ended January 26, 2003.


FRESH START REPORTING AND FACTORS AFFECTING COMPARABILITY OF FINANCIAL
INFORMATION

         The Company emerged from Chapter 11 bankruptcy proceedings on May 20,
2002, which for financial reporting purposes, the Company deemed the effective
date of the plan of reorganization. Fresh start reporting was implemented as of
May 20, 2002, and accordingly, at such date all assets and liabilities were
restated to reflect their respective fair values. For financial reporting
purposes, references to "Predecessor" refer to the Company's predecessors on and
prior to May 20, 2002, and references to "Successor" refer to the Company on and
after May 20, 2002, after giving effect to the implementation of fresh start
reporting. Successor financial statements are not comparable to Predecessor
financial statements.

RESULTS OF OPERATIONS

2003 COMPARED TO 2002


<TABLE>
<CAPTION>
                                                  Sixteen Weeks  Sixteen Weeks
                                                      Ended          Ended
                                                     May 18,        May 19,
                                                      2003           2002
                                                  (Successor)    (Predecessor)
                                                  -----------    -------------
                                                    (000's)         (000's)
<S>                                               <C>            <C>
Net sales                                           $ 116,652     $ 110,992

Operating costs and expenses:
   Cost of sales, including buying and occupancy       81,288        80,756
   Selling, general, and administrative                31,480        31,490
   Restructuring and other related charges                           21,839
   Other income                                          (119)         (118)
                                                    ---------     ---------
     Total operating costs and expenses               112,649       133,967
                                                    ---------     ---------
Income (loss) from operations                           4,003       (22,975)
Interest expense                                        2,967         2,583
Reorganization income                                               183,839
                                                    ---------     ---------
Net income                                          $   1,036     $ 158,281
                                                    =========     =========
</TABLE>

         NET SALES. Net sales were $116.7 million for the sixteen weeks ended
May 18, 2003 ("2003"), an increase of $5.7 million or 5.1% compared with net
sales of $111.0 million for the sixteen weeks ended May 19, 2002 ("2002"). This
sales increase was driven by a more comprehensive marketing program and better
quality live goods. Comparative store sales (stores open for the full time for
the periods presented) increased 5.1% for 2003.

         COST OF SALES, INCLUDING BUYING AND OCCUPANCY. Cost of sales were $81.3
million for 2003 compared with $80.8 million for 2002. Cost of sales, as a
percentage of net sales, was 69.6% in 2003 compared with 72.8% in 2002. This
percentage decline of 3.2% is due primarily to lower depreciation resulting
from fresh start accounting.

         SELLING, GENERAL, AND ADMINISTRATIVE ("SG&A") EXPENSES. SG&A expenses
for 2003 were $31.5 million compared with $31.5 million for 2002. As a
percentage of net sales, SG&A expenses were 26.9% for 2003 compared with 28.4%
for 2002.


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<PAGE>
         RESTRUCTURING AND OTHER RELATED CHARGES. The charge for 2002 of $21.8
million included the following: $15.5 million for costs of lease rejections;
$2.6 million for professional fees; $1.8 million for severance and employee
retention plans approved by the bankruptcy court while under Chapter 11
bankruptcy; $1.1 million for costs of mortgage debt; and miscellaneous expenses
of $0.8 million. The $15.5 million liability for the costs of rejected store
leases represented an estimate of the maximum claim allowed under bankruptcy
law. In accordance with the plan of reorganization, these claims were treated as
general unsecured claims and resulted in a cancellation of debt and recognized
as a reorganization item. The $1.1 million liability for costs of mortgage debt
represented an estimate to properly state the pre-petition long-term debt in
accordance with the plan of reorganization.

         OTHER INCOME. Other income, primarily related to gains from the sale of
property and leases, was $0.1 million for 2003 compared to $0.1 million for
2002.

         INTEREST EXPENSE. Interest expense for 2003 was $3.0 million compared
with $2.6 million for 2002. Higher interest expense for 2003 was due primarily
to interest for the Term Loan.

         REORGANIZATION ITEMS. A gain of $183.8 million was recognized for 2002.
The gain was due to the cancellation of pre-petition liabilities upon emergence
($184.9 million), the fresh start accounting adjustments ($0.3 million), offset
by a loss from the extinguishment of debt ($1.4 million).

         INCOME TAXES. No income tax expense was recognized for 2003 net income
and no income tax benefit was recognized for the net loss before reorganization
items for 2002. Instead, the decrease in net deferred tax assets as a result of
the income was offset by an equal decrease in the valuation allowance. In
addition, no income tax expense or benefit was recognized on the reorganization
items. The items of income and expense included in the reorganization income are
non-taxable and non-deductible, respectively.


LIQUIDITY AND CAPITAL RESOURCES

  REVOLVING CREDIT FACILITY WITH CONGRESS FINANCIAL CORPORATION

         The Company entered into a revolving credit facility with Congress
Financial Corporation on May 20, 2002. The facility is a $50 million, secured
revolving loan facility, which includes $25 million of availability for letters
of credit. The availability of borrowings under this facility generally is based
on a percentage of eligible inventory and certain other assets, subject to
certain reserves. The amounts reserved are based on a number of variables,
including inventory levels, merchandise purchases and sales levels, and the
types of reserves include inventory shrinkage, letters of credit outstanding,
sales taxes and other liabilities of the Company. The total amount of these
reserves varies by season but typically ranges from 15% to 35% of the cost of
eligible inventory. As of May 18, 2003, there was $12.2 million outstanding
under the facility, and outstanding letters of credit aggregated $3.0 million.
Excess availability as of May 18, 2003 was $34.4 million.

         The credit facility allows the Company the option of prime rate loans
or Eurodollar loans. Depending upon the Company's excess availability, loans
under the facility bear interest at either the prime rate plus 0.25% or 0.75% or
a Eurodollar rate plus 2.75%, 3.25% or 3.5%. These rates were increased by an
amendment to the credit facility on February 10, 2003 (as further described
below), and prior to such amendment, the interest rates under the facility were
either the prime rate plus 0.25% or 0.5% or a Eurodollar rate plus 2.75%, 3% or
3.25%. The facility has an initial term of three years and renews for successive
one-year terms thereafter unless the lender or the Company elects to terminate
the facility as of the end of the initial term or any renewal term. The facility
includes an unused line fee of 0.25% per year, a servicing fee of $10,000 per
calendar quarter, and an early termination fee in an amount equal to 2% of the
amount of the maximum credit if the facility is terminated in whole during the
first year, 1% if terminated during the second year, and 0.5% if terminated
during the third year.

         The credit facility contains a number of covenants, which restrict,
among other things, Frank's ability to incur additional debt or make other
restricted payments, grant liens, make loans, advances, and investments, engage
in transactions with affiliates, dispose of assets, prepay and refinance debt,
and make certain changes in its business. The credit facility also prohibits the
declaration or payment by the Company of dividends on shares of its capital
stock.

         The credit facility also originally contained two financial covenants;
a minimum quarterly level of adjusted EBITDA (as described below) and a minimum
ratio of inventory to accounts payable. On February 10, 2003, the Company and
Congress Financial entered into an amendment to the facility which revised the
measurement of minimum level of inventory from a daily to a weekly basis,
lowered the minimum quarterly adjusted EBITDA levels, revised the minimum ratio
of inventory to accounts payable to be a ratio of accounts payable to inventory,
and increased the interest rates for the facility as described above. The
amended financial covenants are measured only if (1) the Company's excess
availability, plus the amount of cash equivalents maintained by the Company in
an account under the control of Congress Financial, falls below $4 million at
any time or (2) the Company's average excess availability, plus the average
amount of cash equivalents maintained in such account, for any four-week period
falls below $9 million. In such event, the minimum adjusted EBITDA covenant is
measured quarterly and the minimum accounts payable to inventory ratio covenant
is measured for each accounting period, and the minimum levels required by each
covenant varies from

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period to period. Management believes that the amended covenants are less
restrictive and provide the Company with more flexibility than the original
covenants. As of the end of the fiscal quarter ended May 18, 2003, the Company
had sufficient excess availability such that the financial covenants were not
measured. The required minimum accounts payable to inventory ratio for May 18,
2003 was 53.6%, and the company's actual ratio as such date was 74.9%. The
required minimum level of adjusted EBITDA for the period from May 20, 2002
through May 18, 2003 was $(4.6) million, and the actual level for such period
was $(3.3) million.

            Adjusted EBITDA, as measured under the credit facility, equals the
net income of the Company on a consolidated basis for the applicable fiscal
period, minus extraordinary gains included in such net income for such fiscal
period, plus interest expense, income taxes, depreciation and amortization,
other non-cash charges (other than to the extent requiring an accrual or reserve
for future cash expenses) and non-cash extraordinary losses deducted from such
net income for such fiscal period, plus, for the fifth, sixth and seventh
accounting periods of the Company's 2002 fiscal year, restructuring charges of
up to $500,000 in the aggregate for such accounting periods deducted from such
net income for such fiscal period, all as determined in accordance with
generally accepted accounting principles ("GAAP"). A summary of the calculation
of the Company's adjusted EBITDA for the period from May 20, 2002 through May
18, 2003 is set forth below.

<TABLE>
<CAPTION>
                                                (000's)
                                               --------
<S>                                           <C>
Net loss                                      $(16,595)
Plus:
      Depreciation                               3,275
      Interest expense                           8,002
      Non cash losses                            1,994
                                               --------
Adjusted EBITDA                                $(3,324)
                                               ========
</TABLE>


The adjusted EBITDA set forth above should not be considered an alternative to
GAAP net income as an indication of the Company's performance. The computation
of adjusted EBITDA required by the Company's credit facility with Congress
Financial may differ from the methodology for calculating adjusted EBITDA
utilized by other companies, and therefore, may not provide an appropriate
comparison to the results of other companies.

  TERM LOAN AND REVOLVING CREDIT FACILITY ARRANGED BY KIMCO CAPITAL CORP.

          The Company has a credit facility arranged by Kimco Capital Corp.,
that originally provided for a $20 million term loan and $10 million of
revolving loans. Frank's and Kimco Capital Corp. amended the facility on January
23, 2003, providing for an increase in the amount of revolving loans available
under the credit facility to $20 million. The credit facility is secured by a
first priority lien on certain of the Company's owned and leased real property
and a second lien on the Company's inventory. These loans bear interest at
10.25% per year for an initial term of three years, with the option for the
Company to renew the loans for up to an additional two years, provided that the
Company is not then in default. A portion of the credit facility has been
participated by Kimco Capital Corp. to Third Avenue Trust and/or its designees.
As of May 18, 2003 total debt outstanding under the credit facility consisted of
only the $20 million term loan; there were no amounts outstanding under the
revolving portion of the credit facility.

         The credit facility contains a number of covenants, which restrict,
among other things, Frank's ability to incur additional debt, pay dividends or
make other restricted payments, grant liens, make loans, advances and
investments, engage in transactions with affiliates, dispose of assets, enter
into sale-leaseback arrangements, effect mergers, consolidations, and
dissolutions or issue preferred stock. In addition, Frank's is required to
prepay borrowings under this facility with the net cash proceeds from the sale
of certain assets. The Kimco credit facility does not contain any financial
covenants, but a default by the Company under its credit facility with Congress
Financial would trigger a default under the Kimco credit facility.

  ADEQUACY OF CAPITAL RESOURCES

         The Company's most significant cash requirements are for merchandise
inventory, and these requirements fluctuate throughout the year due to the
seasonality of the business. Cash requirements increase substantially in August
and September in anticipation of the Christmas season and in March and April for
the lawn and garden business. Additionally, the Company's business depends, in
part, on normal weather patterns across its markets. Any unusual weather
patterns can have a material and adverse impact on the Company's revenues,
particularly on the lawn and garden sector.

         In the months leading up to the Company's peak selling seasons, the
Company orders product for delivery prior to and during the selling seasons.
Frank's negotiates payment terms with suppliers on a case-by-case basis.
Historically, the majority of payments


                                        4
<PAGE>
are made during or shortly after the selling season, and a small percentage is
paid prior to the influx of sales receipts. Working capital for pre-seasonal
inventory buildup comes from the Company's two revolving credit facilities
and/or cash generated by operations. The Company's revolving credit facility
with Congress Financial Corporation is asset-based and allows for borrowing at a
percentage of inventories on hand, net of amounts reserved under the credit
agreement. The amounts reserved are based on a number of variables, including
inventory levels, merchandise purchases and sales levels, and the types of
reserves include inventory shrinkage, letters of credit outstanding, sales taxes
and other liabilities of the Company. The total amount of these reserves varies
by season but typically ranges from 15% to 35% of the cost of eligible
inventory. The Company's revolving credit facility with Kimco Capital Corp. is
secured by real estate and a second lien on the Company's inventory.
Availability under the facility does not fluctuate from month to month as it is
not tied to a borrowing base. Hence, the Company uses the Kimco revolver to fund
most of the pre-seasonal inventory buildup, and the Congress facility when
inventory levels and advance rates rise.

         The Company plans to either renew its existing credit facilities or
seek alternative outside financing when the facilities expire in May 2005. In
the event that cash flows from operations, together with available borrowings
under the Company's credit facilities, are not sufficient to meet the Company's
cash requirements, the Company would be required to obtain alternative
financing, reduce planned capital expenditures or inventory levels or make other
changes to its operating plan. The Company can provide no assurance that
additional or alternative financing would be available on acceptable terms,
especially in light of the fact that, except for miscellaneous real property and
equipment, substantially all of the Company's existing assets are pledged as
collateral for the existing credit facilities, or that reductions in planned
capital expenditures or inventory levels would be sufficient to cover any cash
shortfalls.

         The Company anticipates spending approximately $2.7 million for capital
expenditures for the remainder of fiscal 2003, primarily for store remodeling
and refurbishments. No store openings are planned for fiscal 2003.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This filing contains certain forward-looking statements, which reflect
management's current views of future events and financial performance. These
forward-looking statements are based on many assumptions and factors detailed in
the Company's filings with the Securities and Exchange Commission, including the
effect of currency translations, customer demand, fashion trends, competitive
market forces, uncertainties related to the effect of competitive products and
pricing, customer acceptance of the Company's merchandise mix and retail
locations, unseasonable weather, risks associated with foreign global sourcing,
including political instability and changes in import regulations, economic
conditions worldwide, and the ability of the Company to execute its business
plans effectively. Any changes in such assumptions or factors could produce
significantly different results. The Company undertakes no obligation to update
forward-looking statements, whether as a result of new information, future
events, or otherwise.



                                       5
<PAGE>
                                    SIGNATURE

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

DATE:  September 17, 2003           FRANK'S NURSERY & CRAFTS, INC.
                                    (Registrant)



                              By:   /s/ Bruce Dale
                                    -----------------------
                                    Bruce Dale
                                    Chief Executive Officer

                                    /s/ Alan Minker
                                    -----------------------
                                    Alan J. Minker
                                    Senior Vice President and
                                    Chief Financial Officer













































                                       6
<PAGE>
                                  CERTIFICATION

         I, Bruce Dale, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of Frank's
Nursery & Crafts, Inc.

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officer and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: September 17, 2003           /s/ Bruce Dale
                                   ---------------------------------------
                                   Bruce Dale
                                   Chief Executive Officer
                                   (Principal Executive Officer)


                                       7
<PAGE>
                                  CERTIFICATION

         I, Alan Minker, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of Frank's
Nursery & Crafts, Inc.

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officer and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: September 17, 2003               /s/ Alan Minker
                                       ---------------------------------------
                                       Alan Minker
                                       Senior Vice President,
                                       Chief Financial Officer and Treasurer
                                       (Principal Financial Officer)








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