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

________________________

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIESEXCHANGE ACT OF 1934

For the Quarterly Period ended March 31, 2004

Commission File No. 33-93644

DAY INTERNATIONAL GROUP, INC.
130 West Second Street
Dayton, Ohio 45402
(937) 224-4000

State of Incorporation:   Delaware

IRS Employer Identification No.:   31-1436349

Securities Registered Pursuant to Section 12 (b) of the Act:   None

Securities Registered Pursuant to Section 12 (g) of the Act:   None

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

There were 23,323 Common Shares of the Company, $0.01 per share par value,
outstanding as of May 1, 2004.





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DAY INTERNATIONAL GROUP, INC.
INDEX






PagePART
I   FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Condensed Consolidated Balance Sheets as of March 31,
2004 and December 31, 2003
    
    
    3Condensed Consolidated Statements of Operations for the
three months ended March 31, 2004 and 2003
    
    
    4Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2004 and 2003
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    21PART
II   OTHER INFORMATIONItem 2.
    
    Changes in Securities, Use of Proceeds and Issuer Repurchases of Equity
Securities
    
    
    22Item 6.
    
    Exhibits and Reports on Form 8-K
    
    
    22Signature
    
    
    
    
    22EX-31.1 Certification of CEOEX-31.2 Certification of CFOEX-32.1 Certification of CEO Section 906EX-32.2 Certification of CFO Section 906




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PART I FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




DAY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2004 AND DECEMBER 31, 2003
(In thousands)

ASSETS
    
    2004
    
    2003Cash and cash equivalents
    
    $
    2,513
    
    
    $
    726Accounts receivable (less allowance for doubtful accounts of $3,540 and $3,407)
    
    
    49,931
    
    
    
    44,687Inventories (Note B)
    
    
    50,421
    
    
    
    48,652Other current assets
    
    
    13,544
    
    
    
    12,881Total current assets
    
    
    116,409
    
    
    
    106,946Property, plant and equipment, net of accumulated depreciation of $52,175 and $49,529
    
    
    73,030
    
    
    
    74,167Goodwill
    
    
    142,526
    
    
    
    142,580Intangible assets (net of accumulated amortization of $36,507 and $35,306)
    
    
    21,898
    
    
    
    23,223Other assets
    
    
    21,916
    
    
    
    24,624TOTAL ASSETS
    
    $
    375,779
    
    
    $
    371,540LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Accounts payable
    
    $
    11,887
    
    
    $
    7,563Current maturities of long-term debt
    
    
    3,771
    
    
    
    3,489Other current liabilities
    
    
    27,810
    
    
    
    29,421Total current liabilities
    
    
    43,468
    
    
    
    40,473Long-term and subordinated long-term debt
    
    
    275,311
    
    
    
    276,331Other long-term liabilities
    
    
    34,693
    
    
    
    35,811Redeemable preferred stock (Note C)
    
    
    152,211
    
    
    
    146,649STOCKHOLDERS EQUITY (DEFICIT):Common shares
    
    
    1
    
    
    
    1Contra-equity associated with the assumption of majority shareholders bridge loan
    
    
    (68,673
    )
    
    
    (68,772
    )Retained earnings (deficit)
    
    
    (67,195
    )
    
    
    (65,180
    )Accumulated other comprehensive loss
    
    
    5,963
    
    
    
    6,227Total stockholders equity (deficit)
    
    
    (129,904
    )
    
    
    (127,724
    )TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
    
    $
    375,779
    
    
    $
    371,540


See notes to condensed consolidated financial statements.

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DAY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(In thousands)

2004
    
    2003NET SALES
    
    $
    89,713
    
    
    $
    68,819COST OF GOODS SOLD
    
    
    56,382
    
    
    
    44,137GROSS PROFIT
    
    
    33,331
    
    
    
    24,682SELLING, GENERAL AND ADMINISTRATIVE
    
    
    20,100
    
    
    
    14,549AMORTIZATION OF INTANGIBLES
    
    
    9
    
    
    
    201MANAGEMENT FEES
    
    
    250
    
    
    
    250OPERATING PROFIT
    
    
    12,972
    
    
    
    9,682OTHER EXPENSES:Interest expense:Long-term debt (including amortization of deferred financing
costs and discount of $426 and $587)
    
    
    5,636
    
    
    
    6,525Redeemable preferred stock dividends (including amortization
of discount and issuance costs of $47)
    
    
    5,562Other (income) expensenet
    
    
    (878
    )
    
    
    (777
    )INCOME (LOSS) BEFORE INCOME TAXES
    
    
    2,652
    
    
    
    3,934INCOME TAX EXPENSE
    
    
    4,667
    
    
    
    1,485NET INCOME (LOSS)
    
    
    (2,015
    )
    
    
    2,449PREFERRED STOCK DIVIDENDS
    
    
    
    
    
    
    (4,758
    )AMORTIZATION OF PREFERRED STOCK DISCOUNT AND ISSUANCE COSTS
    
    
    
    
    
    
    (47
    )NET LOSS AVAILABLE TO COMMON SHAREHOLDERS
    
    $
    (2,015
    )
    
    $
    (2,356
    )


See notes to condensed consolidated financial statements.

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DAY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(In thousands)

2004
    
    2003CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    (2,015
    )
    
    $
    2,449Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation and amortization
    
    
    3,720
    
    
    
    3,856Interest expenseredeemable preferred stock dividends
    
    
    5,562Deferred income taxes
    
    
    2,421
    
    
    
    (647
    )Equity in earnings of investees
    
    
    (23
    )Foreign currency (gain) loss
    
    
    (412
    )
    
    
    (821
    )(Gain) on disposal of fixed assets
    
    
    (360
    )Change in operating assets and liabilities
    
    
    (5,303
    )
    
    
    (3,103
    )Net cash provided by operating activities
    
    
    3,590
    
    
    
    1,734CASH FLOWS FROM INVESTING ACTIVITIES:Cash paid for acquisitions
    
    
    (1,254
    )
    
    
    (500
    )Capital expenditures
    
    
    (995
    )
    
    
    (2,374
    )Proceeds from sale of property
    
    
    360Net cash used in investing activities
    
    
    (1,889
    )
    
    
    (2,874
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from exercise of stock options
    
    
    25Payments on term loans
    
    
    (3,454
    )
    
    
    (3,150
    )Net (payments on) proceeds from revolving credit facility
    
    
    3,500
    
    
    
    5,000Net cash provided by (used in) financing activities
    
    
    71
    
    
    
    1,850EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    15
    
    
    
    64Net increase (decrease) in cash and cash equivalents
    
    
    1,787
    
    
    
    774Cash and cash equivalents at beginning of period
    
    
    726
    
    
    
    996Cash and cash equivalents at end of period
    
    $
    2,513
    
    
    $
    1,770NON-CASH TRANSACTIONS:Preferred stock dividend
    
    
    
    
    
    $
    1,901Amortization of preferred stock discount
    
    
    
    
    
    $
    47Short-term note payable for acquisition
    
    
    
    
    
    $
    1,452


See notes to condensed consolidated financial statements.

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DAY INTERNATIONAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)

A. BASIS OF PRESENTATION

The balance sheet as of December 31, 2003, is condensed financial information
derived from the audited balance sheet. The interim financial statements are
unaudited. The financial statements of Day International Group, Inc. have been
prepared in accordance with accounting principles generally accepted in the
United States and, in the opinion of management, reflect all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation in
accordance with accounting principles generally accepted in the United States
for the periods presented. The results of operations and cash flows for the
interim periods presented are not necessarily indicative of the results for the
full year.

B. INVENTORIES

Inventories as of March 31, 2004 and December 31, 2003, consist of:

2004
    
    2003Finished goods
    
    $
    25,293
    
    
    $
    24,917Work in process
    
    
    5,372
    
    
    
    5,453Raw materials
    
    
    19,756
    
    
    
    18,282$
    50,421
    
    
    $
    48,652


C. REDEEMABLE PREFERRED STOCK

The Companys 121/4% Senior Exchangeable Preferred Stock require that
dividends must be paid in cash after March 15, 2003. The Company has not paid
cash dividends after March 15, 2003, because of certain restrictions in the
Companys Senior Secured Credit Agreement and Notes Indentures limiting the
ability to pay cash dividends. If not paid for four consecutive quarters, the
holders of the Exchangeable Preferred Stock have the right to elect two
directors to the Board of Directors until the dividends in arrears have been
paid. All dividends through March 15, 2003, have been in the form of additional
fully-paid and non-assessable shares of Exchangeable Preferred Stock.
Dividends-in-arrears are $8,206 as of March 31, 2004, which are included in the
redeemable preferred stock balance.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity and
requires that the Companys redeemable preferred stock be recorded in the same
manner as long-term debt. The Company adopted the statement as of July 1, 2003.
Beginning in the third quarter of 2003, the Company reflects the redeemable
preferred stock as a liability and accrued dividends as interest expense. This
statement has no effect on the cash flows of the Company, net loss available to
common shareholders or the Companys compliance with its debt covenants.

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D. INCOME TAXES

The Companys effective income tax rate is significantly different from the
statutory rates in effect as a result of the adoption of SFAS No. 150 and the
inclusion of the dividends on the redeemable preferred stock in income (loss)
before income taxes. The non-deductible preferred stock dividends cause a
significant difference between book income and taxable income subsequent to the
adoption of SFAS No. 150. In addition, the effective rate is affected by
dividends from non-U.S. subsidiaries taxable in the United States.

E. BUSINESS SEGMENTS

The Company produces precision-engineered products, specializing in the design
and customization of consumable image-transfer products for the graphic arts
(printing) industry and consumable fiber handling products for the textile
industry. The Image Transfer segment designs, manufactures and markets
high-quality printing blankets and sleeves, pressroom chemicals and automatic
dampening systems used primarily in the offset and flexographic printing
industries. The Textile Products segment manufactures and markets precision
engineered rubber cots and aprons sold to textile yarn spinners and other
engineered rubber products sold to diverse markets.

Segment performance is evaluated based on operating profit results compared to
the annual operating plan. Intersegment sales and transfers are not material.

The Company manages the two segments as separate strategic business units. They
are managed separately because each business unit requires different
manufacturing processes, technology and marketing strategies.

2004
    
    2003Third party sales:Image Transfer
    
    $
    77,003
    
    
    $
    55,599Textile Products
    
    
    12,710
    
    
    
    13,220Total
    
    $
    89,713
    
    
    $
    68,819Segment operating profit:Image Transfer
    
    $
    12,558
    
    
    $
    9,565Textile Products
    
    
    1,802
    
    
    
    1,554Total
    
    $
    14,360
    
    
    $
    11,119


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The following is a reconciliation of the segment operating profit reported
above to the amount reported in the consolidated financial statements:

2004
    
    2003Segment operating profit
    
    $
    14,360
    
    
    $
    11,119APB #16 depreciation and amortization
    
    
    (999
    )
    
    
    (842
    )Non-allocated corporate expenses
    
    
    (130
    )
    
    
    (144
    )Amortization of intangibles
    
    
    (9
    )
    
    
    (201
    )Management fees
    
    
    (250
    )
    
    
    (250
    )Total operating profit
    
    $
    12,972
    
    
    $
    9,682


F. COMPREHENSIVE INCOME (LOSS)

Total comprehensive income (loss) is comprised of net income (loss), net
currency translation gains and losses and net unrealized gains and losses on
cash flow hedges. Total comprehensive income (loss) for the three months ended
March 31, 2004 and 2003 was $(2,279) and $2,746.

G. CONTINGENCIES

Claims have been made against the Company for the costs of environmental
remedial measures taken or to be taken. Reserves for such liabilities have been
established and no insurance recoveries have been anticipated in the
determination of the reserves. In managements opinion, the aforementioned
claims will be resolved without material adverse effect on the results of
operations, financial position or cash flows of the Company.

H. STOCK-BASED COMPENSATION

As permitted by SFAS No. 123, Accounting for Stock-Based Compensation, the
Company applies the intrinsic value method of recognition and measurement under
Accounting Principles Board Opinion No. 25 to its stock options and warrants.
No compensation expense related to employee stock options or warrants issued to
directors is reflected in net income (loss). The following table illustrates
the effect on net income (loss) if compensation cost for all outstanding and
unvested stock option and warrants had been determined based on their fair
values at the grant date, consistent with the method prescribed by SFAS No.
123:

2004
    
    2003Net income (loss)as reported
    
    $
    (2,015
    )
    
    $
    2,449Lessstock-based compensation expense determined using
fair value based method in SFAS No. 123
    
    
    (195
    )
    
    
    (208
    )Pro forma net income (loss)
    
    $
    (2,210
    )
    
    $
    2,241


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I. RETIREMENT AND OTHER POSTRETIREMENT BENEFITS

A summary of the components of net periodic pension cost for the defined
benefit retirement plans is as follows:

2004
    
    2003Service cost
    
    $
    95
    
    
    $
    77Interest cost
    
    
    197
    
    
    
    168Expected return on plan assets
    
    
    (86
    )
    
    
    (81
    )Actuarial loss recognized
    
    
    10
    
    
    
    166Net periodic pension costs
    
    $
    216
    
    
    $
    330


A summary of the components of net periodic postretirement cost for the
postretirement health care and life insurance benefits plans is as follows:

2004
    
    2003Service cost
    
    $
    275
    
    
    $
    207Interest cost
    
    
    212
    
    
    
    221Amortization of prior service cost
    
    
    (160
    )Actuarial loss recognized
    
    
    59
    
    
    
    66Net periodic postretirement benefit costs
    
    $
    386
    
    
    $
    494


On December 8, 2003, President Bush signed into law the Medicare Prescription
Drug, Improvement and Modernization Act of 2003 (the Act). The Act expands
Medicare primarily by adding a prescription drug benefit for Medicare-eligible
individuals beginning in 2006. Pursuant to guidance provided in FASB Staff
Position SFAS No. 106-1, the Company has chosen to defer recognition of the
Act, and, accordingly, postretirement benefit obligations and net periodic
postretirement benefit cost do not reflect any potential effect of the
legislation. In addition, specific authoritative guidance on the accounting for
certain aspects of the Act has not yet been determined and that guidance, when
issued, could require the Company to change previously reported information.
The Company believes that the impact of the legislation will not be material to
the results of operations or financial position of the Company.

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J. SUPPLEMENTAL CONSOLIDATING INFORMATION

The Company has outstanding $115,000, 91/2% Senior Subordinated Notes (the
Notes). The Company has no assets or operations other than its wholly-owned
investment in Day International, Inc. (Day International or Guarantor). Day
International has provided a full and unconditional guarantee of the Notes. The
wholly-owned foreign subsidiaries of Day International are not guarantors with
respect to the Notes and do not have any credit arrangements senior to the
Notes. The only intercompany eliminations are the normal intercompany
eliminations with regard to intercompany sales and the Companys investment in
the wholly-owned non-guarantor subsidiaries. Intercompany notes are in place,
which effectively transfers the interest expense from the Company to Day
International. The following are the supplemental combining condensed balance
sheets as of March 31, 2004 and December 31, 2003, and the supplemental
combining condensed statements of operations and cash flows for the three
months ended March 31, 2004 and 2003, with the investments in the subsidiaries
accounted for using the equity method. Separate complete financial statements
of the Guarantor are not presented because management has determined that they
are not material to the investors.

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DAY INTERNATIONAL GROUP, INC.
SUPPLEMENTAL COMBINING CONDENSED BALANCE SHEET
MARCH 31, 2004

DAYInter-
    
    
    
    
    
    Non-national
    
    Guarantor
    
    GuarantorGroup, Inc.
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    ConsolidatedASSETSCash and cash equivalents
    
    $
    698
    
    
    $
    421
    
    
    $
    1,394
    
    
    $
    
    
    
    $
    2,513Accounts receivablenet
    
    
    
    
    
    
    24,791
    
    
    
    25,140
    
    
    
    
    
    
    
    49,931Inventories
    
    
    
    
    
    
    29,981
    
    
    
    20,440
    
    
    
    
    
    
    
    50,421Other current assets
    
    
    
    
    
    
    7,291
    
    
    
    6,253
    
    
    
    
    
    
    
    13,544TOTAL CURRENT ASSETS
    
    
    698
    
    
    
    62,484
    
    
    
    53,227
    
    
    
    
    
    
    
    116,409Intercompany
    
    
    277,681
    
    
    
    (725
    )
    
    
    927
    
    
    
    (277,883
    )Property, plant and equipment, net
    
    
    
    
    
    
    43,619
    
    
    
    29,411
    
    
    
    
    
    
    
    73,030Investment in subsidiaries
    
    
    (31,801
    )
    
    
    47,529
    
    
    
    (3,682
    )
    
    
    (12,046
    )Intangible and other assets
    
    
    
    
    
    
    166,294
    
    
    
    20,046
    
    
    
    
    
    
    
    186,340TOTAL ASSETS
    
    $
    246,578
    
    
    $
    319,201
    
    
    $
    99,929
    
    
    $
    (289,929
    )
    
    $
    375,779LIABILITIES AND
STOCKHOLDERS EQUITY
(DEFICIT)Accounts payable
    
    $
    
    
    
    $
    6,087
    
    
    $
    5,800
    
    
    $
    
    
    
    $
    11,887Current maturities of long-term debt
    
    
    3,666
    
    
    
    4
    
    
    
    101
    
    
    
    
    
    
    
    3,771Other current liabilities
    
    
    454
    
    
    
    12,161
    
    
    
    15,195
    
    
    
    
    
    
    
    27,810TOTAL CURRENT LIABILITIES
    
    
    4,120
    
    
    
    18,252
    
    
    
    21,096
    
    
    
    
    
    
    
    43,468Intercompany
    
    
    (53,864
    )
    
    
    330,328
    
    
    
    (19,297
    )
    
    
    (257,167
    )Long-term and subordinated long-term
debt
    
    
    274,015
    
    
    
    15
    
    
    
    1,281
    
    
    
    
    
    
    
    275,311Other long-term liabilities
    
    
    
    
    
    
    24,190
    
    
    
    10,503
    
    
    
    
    
    
    
    34,693Redeemable preferred stock
    
    
    152,211
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    152,211Total stockholders equity (deficit)
    
    
    (129,904
    )
    
    
    (53,584
    )
    
    
    86,346
    
    
    
    (32,762
    )
    
    
    (129,904
    )TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
(DEFICIT)
    
    $
    246,578
    
    
    $
    319,201
    
    
    $
    99,929
    
    
    $
    (289,929
    )
    
    $
    375,779


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DAY INTERNATIONAL GROUP, INC.
SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEET
DECEMBER 31, 2003

DAYInter-
    
    
    
    
    
    Non-national
    
    Guarantor
    
    GuarantorGroup, Inc.
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    ConsolidatedASSETSCash and cash equivalents
    
    $
    742
    
    
    $
    (742
    )
    
    $
    726
    
    
    $
    
    
    
    $
    726Accounts receivable  net
    
    
    
    
    
    
    22,280
    
    
    
    22,407
    
    
    
    
    
    
    
    44,687Inventories
    
    
    
    
    
    
    28,104
    
    
    
    20,548
    
    
    
    
    
    
    
    48,652Other assets
    
    
    
    
    
    
    7,186
    
    
    
    5,695
    
    
    
    
    
    
    
    12,881TOTAL CURRENT ASSETS
    
    
    742
    
    
    
    56,828
    
    
    
    49,376
    
    
    
    
    
    
    
    106,946Intercompany
    
    
    278,389
    
    
    
    (811
    )
    
    
    1,012
    
    
    
    (278,590
    )Property, plant and equipment  net
    
    
    
    
    
    
    44,329
    
    
    
    29,838
    
    
    
    
    
    
    
    74,167Investment in subsidiaries
    
    
    (35,348
    )
    
    
    44,173
    
    
    
    (3,682
    )
    
    
    (5,143
    )Intangible and other assets
    
    
    
    
    
    
    169,969
    
    
    
    20,458
    
    
    
    
    
    
    
    190,427TOTAL ASSETS
    
    $
    243,783
    
    
    $
    314,488
    
    
    $
    97,002
    
    
    $
    (283,733
    )
    
    $
    371,540LIABILITIES AND
STOCKHOLDERS EQUITY
(DEFICIT)Accounts payable
    
    $
    
    
    
    $
    3,415
    
    
    $
    4,148
    
    
    $
    
    
    
    $
    7,563Current maturities of long-term debt
    
    
    3,376
    
    
    
    4
    
    
    
    109
    
    
    
    
    
    
    
    3,489Accrued associate related costs and other
expenses
    
    
    3,229
    
    
    
    13,171
    
    
    
    13,021
    
    
    
    
    
    
    
    29,421TOTAL CURRENT LIABILITIES
    
    
    6,605
    
    
    
    16,590
    
    
    
    17,278
    
    
    
    
    
    
    
    40,473Intercompany
    
    
    (56,760
    )
    
    
    330,798
    
    
    
    (16,552
    )
    
    
    (257,486
    )Long-term and subordinated long-term
debt
    
    
    275,013
    
    
    
    16
    
    
    
    1,302
    
    
    
    
    
    
    
    276,331Other long-term liabilities
    
    
    
    
    
    
    24,111
    
    
    
    11,700
    
    
    
    
    
    
    
    35,811Redeemable preferred stock
    
    
    146,649
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    146,649Total stockholders equity (deficit)
    
    
    (127,724
    )
    
    
    (57,027
    )
    
    
    83,274
    
    
    
    (26,247
    )
    
    
    (127,724
    )TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
(DEFICIT)
    
    $
    243,783
    
    
    $
    314,488
    
    
    $
    97,002
    
    
    $
    (283,733
    )
    
    $
    371,540


12



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##### Table of Contents



DAY INTERNATIONAL GROUP, INC.
SUPPLEMENTAL COMBINING CONDENSED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2004

DAYInter-
    
    
    
    
    
    Non-national
    
    Guarantor
    
    GuarantorGroup, Inc.
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    52,949
    
    
    $
    36,764
    
    
    $
    
    
    
    $
    89,713Cost of goods sold
    
    
    
    
    
    
    33,476
    
    
    
    22,906
    
    
    
    
    
    
    
    56,382Gross profit
    
    
    
    
    
    
    19,473
    
    
    
    13,858
    
    
    
    
    
    
    
    33,331Selling, general and administrative
    
    
    1
    
    
    
    12,729
    
    
    
    7,370
    
    
    
    
    
    
    
    20,100Amortization of intangibles
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    9Management fees
    
    
    
    
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Operating profit
    
    
    (1
    )
    
    
    6,485
    
    
    
    6,488
    
    
    
    
    
    
    
    12,972Other expenses (income):Equity in (earnings) loss of subsidiaries
    
    
    (3,546
    )
    
    
    (3,344
    )
    
    
    
    
    
    
    6,890Interest expense
    
    
    5,562
    
    
    
    5,631
    
    
    
    5
    
    
    
    
    
    
    
    11,198Other (income) expense
    
    
    (3
    )
    
    
    (2,131
    )
    
    
    1,256
    
    
    
    
    
    
    
    (878
    )Income (loss) before income taxes
    
    
    (2,014
    )
    
    
    6,329
    
    
    
    5,227
    
    
    
    (6,890
    )
    
    
    2,652Income tax expense (benefit)
    
    
    1
    
    
    
    2,783
    
    
    
    1,883
    
    
    
    
    
    
    
    4,667Net income (loss)
    
    $
    (2,015
    )
    
    $
    3,546
    
    
    $
    3,344
    
    
    $
    (6,890
    )
    
    $
    (2,015
    )


13



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##### Table of Contents



DAY INTERNATIONAL GROUP, INC.
SUPPLEMENTAL COMBINING CONDENSED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2003

DAYInter-
    
    
    
    
    
    Non-national
    
    Guarantor
    
    GuarantorGroup, Inc.
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    35,713
    
    
    $
    33,106
    
    
    $
    
    
    
    $
    68,819Cost of goods sold
    
    
    
    
    
    
    23,403
    
    
    
    20,734
    
    
    
    
    
    
    
    44,137Gross profit
    
    
    
    
    
    
    12,310
    
    
    
    12,372
    
    
    
    
    
    
    
    24,682Selling, general and administrative
    
    
    45
    
    
    
    8,486
    
    
    
    6,018
    
    
    
    
    
    
    
    14,549Amortization of intangibles
    
    
    
    
    
    
    201
    
    
    
    
    
    
    
    
    
    
    
    201Management fees
    
    
    
    
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    250Operating profit
    
    
    (45
    )
    
    
    3,373
    
    
    
    6,354
    
    
    
    
    
    
    
    9,682Other expenses (income):Equity in (earnings) loss of subsidiaries
    
    
    (2,476
    )
    
    
    (3,339
    )
    
    
    
    
    
    
    5,815Interest expense
    
    
    
    
    
    
    6,491
    
    
    
    34
    
    
    
    
    
    
    
    6,525Other (income) expense
    
    
    
    
    
    
    (1,667
    )
    
    
    890
    
    
    
    
    
    
    
    (777
    )Income (loss) before income taxes
    
    
    2,431
    
    
    
    1,888
    
    
    
    5,430
    
    
    
    (5,815
    )
    
    
    3,934Income tax expense (benefit)
    
    
    (18
    )
    
    
    (588
    )
    
    
    2,091
    
    
    
    
    
    
    
    1,485Net income (loss)
    
    $
    2,449
    
    
    $
    2,476
    
    
    $
    3,339
    
    
    $
    (5,815
    )
    
    $
    2,449


14



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##### Table of Contents



DAY INTERNATIONAL GROUP, INC.
SUPPLEMENTAL COMBINING CONDENSED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2004

DAYInter-
    
    
    
    
    
    Non-national
    
    Guarantor
    
    GuarantorGroup, Inc.
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    ConsolidatedCash Flows From Operating Activities:Net income (loss)
    
    $
    (2,015
    )
    
    $
    3,546
    
    
    $
    3,344
    
    
    $
    (6,890
    )
    
    $
    (2,015
    )Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    
    
    
    
    2,607
    
    
    
    1,113
    
    
    
    
    
    
    
    3,720Interest expenseredeemable preferred stock
    
    
    5,562
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,562Equity in (earnings) loss of subsidiaries
    
    
    (3,546
    )
    
    
    (3,344
    )
    
    
    
    
    
    
    6,890Deferred income taxes and other
    
    
    
    
    
    
    3,253
    
    
    
    (832
    )
    
    
    
    
    
    
    2,421Equity in earnings of investees
    
    
    
    
    
    
    (23
    )
    
    
    
    
    
    
    
    
    
    
    (23
    )Foreign currency (gain) loss
    
    
    
    
    
    
    (1,398
    )
    
    
    986
    
    
    
    
    
    
    
    (412
    )(Gain) on disposal of fixed assets
    
    
    
    
    
    
    
    
    
    
    (360
    )
    
    
    
    
    
    
    (360
    )Changes in operating assets and liabilities
    
    
    (2,775
    )
    
    
    688
    
    
    
    (3,216
    )
    
    
    
    
    
    
    (5,303
    )Net cash provided by operating activities
    
    
    (2,774
    )
    
    
    5,329
    
    
    
    1,035
    
    
    
    
    
    
    
    3,590Cash Flows From Investing Activities:Cash paid for acquisitions
    
    
    
    
    
    
    (1,254
    )
    
    
    
    
    
    
    
    
    
    
    (1,254
    )Capital expenditures
    
    
    
    
    
    
    (688
    )
    
    
    (307
    )
    
    
    
    
    
    
    (995
    )Proceeds from sale of property
    
    
    
    
    
    
    
    
    
    
    360
    
    
    
    
    
    
    
    360Net cash used in investing activities
    
    
    
    
    
    
    (1,942
    )
    
    
    53
    
    
    
    
    
    
    
    (1,889
    )Cash Flows From Financing Activities:Proceeds from exercise of stock options
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25Payments on term loans
    
    
    (3,453
    )
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (3,454
    )Net proceeds from credit facilities
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,500Net cash provided by (used in) financing activities
    
    
    72
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    71Intercompany transfers and dividends
    
    
    2,658
    
    
    
    (2,223
    )
    
    
    (435
    )Effects of exchange rates on cash
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    15Net increase (decrease) in cash and cash equivalents
    
    
    (44
    )
    
    
    1,163
    
    
    
    668
    
    
    
    
    
    
    
    1,787Cash and cash equivalents at beginning of period
    
    
    742
    
    
    
    (742
    )
    
    
    726
    
    
    
    
    
    
    
    726Cash and cash equivalents at end of period
    
    $
    698
    
    
    $
    421
    
    
    $
    1,394
    
    
    $
    
    
    
    $
    2,513


15



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##### Table of Contents



DAY INTERNATIONAL GROUP, INC.
SUPPLEMENTAL COMBINING CONDENSED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2003

DAYInter-
    
    
    
    
    
    Non-national
    
    Guarantor
    
    GuarantorGroup, Inc.
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    ConsolidatedCash Flows From Operating Activities:Net income
    
    $
    2,449
    
    
    $
    2,476
    
    
    $
    3,339
    
    
    $
    (5,815
    )
    
    $
    2,449Adjustments to reconcile net income to
net cash provided by operating
activities:Depreciation and amortization
    
    
    
    
    
    
    3,137
    
    
    
    719
    
    
    
    
    
    
    
    3,856Equity in (earnings) loss of subsidiaries
    
    
    (2,476
    )
    
    
    (3,339
    )
    
    
    
    
    
    
    5,815Deferred income taxes and other
    
    
    
    
    
    
    (477
    )
    
    
    (170
    )
    
    
    
    
    
    
    (647
    )Foreign currency (gain) loss
    
    
    
    
    
    
    (1,249
    )
    
    
    428
    
    
    
    
    
    
    
    (821
    )Changes in operating assets and liabilities
    
    
    86
    
    
    
    (469
    )
    
    
    (2,720
    )
    
    
    
    
    
    
    (3,103
    )Net cash provided by operating activities
    
    
    59
    
    
    
    79
    
    
    
    1,596
    
    
    
    
    
    
    
    1,734Cash Flows From Investing Activities:Cash paid for acquisition
    
    
    
    
    
    
    (500
    )
    
    
    
    
    
    
    
    
    
    
    (500
    )Capital expenditures
    
    
    
    
    
    
    (1,048
    )
    
    
    (1,326
    )
    
    
    
    
    
    
    (2,374
    )Net cash used in investing activities
    
    
    
    
    
    
    (1,548
    )
    
    
    (1,326
    )
    
    
    
    
    
    
    (2,874
    )Cash Flows From Financing Activities:Payments on term loan
    
    
    (3,150
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,150
    )Net borrowings on credit facilities
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000Net cash provided by (used in) financing activities
    
    
    1,850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,850Intercompany transfers and dividends
    
    
    (1,862
    )
    
    
    1,422
    
    
    
    440Effects of exchange rates on cash
    
    
    
    
    
    
    
    
    
    
    64
    
    
    
    
    
    
    
    64Net increase (decrease) in cash and cash equivalents
    
    
    47
    
    
    
    (47
    )
    
    
    774
    
    
    
    
    
    
    
    774Cash and cash equivalents at beginning of period
    
    
    496
    
    
    
    (496
    )
    
    
    996
    
    
    
    
    
    
    
    996Cash and cash equivalents at end of period
    
    $
    543
    
    
    $
    (543
    )
    
    $
    1,770
    
    
    $
    
    
    
    $
    1,770


16



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##### Table of Contents






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

Safe Harbor Statement

This Quarterly Report contains forward-looking statements within the meaning of
the Securities Act of 1933. These are subject to certain risks and
uncertainties, including those identified below, which could affect the
Companys actual results and cause such results to differ materially from those
expressed in forward-looking statements. The words believe, anticipate,
expect, intend, will likely result, will continue, and similar
expressions identify forward-looking statements.

Factors that could cause actual results to differ materially from the
forward-looking statements include but are not limited to (i) the effect of
leverage, including the limitations imposed by the Companys various debt
instruments; (ii) risks related to significant operations in foreign countries,
including the translation of operating results to the U.S. dollar; (iii) the
timely development and market acceptance of new products; (iv) the impact of
competitive products and pricing; (v) the effect of changing general and
industry specific economic conditions; (vi) the impact of environmental
regulations; and (vii) the potential for technology obsolescence.

While made in good faith and with a reasonable basis based on information
currently available to the Companys management, there is no assurance that any
such forward-looking statements will be achieved or accomplished. The Company
is under no obligation to update any forward-looking statements to the extent
it becomes aware that they are not achieved or likely to be achieved for any
reason.

Basis of Presentation

On November 24, 2003, Network Distribution International (NDI) was acquired.
Its results of operations are included in the Companys consolidated results of
operations for the period subsequent to the acquisition. Accordingly, the
results of operations for historical as well as future periods may not be
comparable to prior periods.

The following table sets forth selected financial information in millions of
dollars and as a percentage of net sales:

Three Months Ended March 31,2004
    
    2003$
    
    %
    
    $
    
    %Net sales
    
    
    89.7
    
    
    
    100.0
    
    
    
    68.8
    
    
    
    100.0Costs of goods sold
    
    
    56.4
    
    
    
    62.8
    
    
    
    44.1
    
    
    
    64.1Gross profit
    
    
    33.3
    
    
    
    37.2
    
    
    
    24.7
    
    
    
    35.9Selling, general and administrative expense
    
    
    20.1
    
    
    
    22.4
    
    
    
    14.5
    
    
    
    21.1Amortization of intangibles
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.2
    
    
    
    0.3Management fees
    
    
    0.2
    
    
    
    0.3
    
    
    
    0.3
    
    
    
    0.4Operating profit
    
    
    13.0
    
    
    
    14.5
    
    
    
    9.7
    
    
    
    14.1


17



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##### Table of Contents



Comparison of Results of Operations

Three Months Ended March 31, 2004, Compared to Three Months Ended March 31, 2003

Net sales increased $20.9 million (30.4%) to $89.7 million, primarily as a
result of sales from businesses acquired in 2003, favorable changes in foreign
currency rates and higher sales volumes in the United States. Sales in 2004
include $12.6 million of sales from businesses acquired in 2003. Sales in 2004
were positively affected by increased sales volumes of
$2.8 million in the United States and $5.0 million of favorable changes in foreign
currency rates used to translate international sales into U.S. dollars. Image Transfers
sales increased $21.4 million (38.5%) to $77.0 million. Image Transfers sales
were positively affected by increased sales volumes of $15.9 million in the
United States and $1.0 million in Europe and $3.9 million as a result of the effect of changes
in foreign currency rates. The higher U.S. Image Transfer sales
volume was primarily as a result of sales from business acquisitions in 2003 of
$12.6 million and from higher sales volumes across substantially all product
lines. Europe sales volume increased primarily from growth in the chemical
products business in the United Kingdom and Germany. Textile Products sales
decreased $0.5 million (3.9%) to $12.7 million, primarily as a result of lower
sales volume in the United States of $0.5 million and in Europe of $1.1 million
offset by favorable foreign currency rate changes of $1.1 million. The lower
U.S. Textile Products sales volume is primarily due to reduced demand in the
U.S. textile industry as a result of weak consumer demand for textile and
apparel products coupled with increased imports of low cost goods from Asia and
South America. The ongoing restructuring of the U.S. textile manufacturing
industry has resulted in further consolidation and closure of yarn spinning
mills as well as weaving facilities. Weak sales have forced textile
manufacturers to cut expenses and reduce inventories, which have had a direct
effect on reducing Textile Products sales. European Textile Products sales
volumes were lower in 2004 compared to 2003, primarily as a result of lower
sales to original equipment manufacturers (OEMs) and lower sales to Asia
resulting from higher euro exchange rates and higher cotton prices. OEM sales
in 2004 continued at a relatively strong level, but were not at the unusually
high level of 2003. Although Textile Products sales volumes were lower than
first quarter 2003, sales volumes were higher than the third and fourth
quarters of 2003.

Gross profit increased $8.6 million (35.0%) to $33.3 million. Foreign currency
rate changes increased gross profit by $1.9 million. As a percentage of net
sales, gross profit increased to 37.2% for the three months ended March 31,
2004, compared to 35.9% for the three months ended March 31, 2003.

Selling, general and administrative expense (SG&A) increased $5.6 million
(38.2%) to $20.1 million, primarily as a result of SG&A associated with NDI of
$2.9 million and changes in foreign currency rates. As a percentage of net
sales, SG&A increased to 22.4% from 21.1%. Changes in foreign currency rates
increased SG&A costs by $1.0 million in the first quarter of 2004 compared to
the first quarter of 2003. SG&A costs also increased as a result of higher
insurance costs and higher selling and distribution costs from higher sales
levels.

Operating profit increased $3.3 million (34.0%) to $13.0 million. As a
percentage of net sales, operating profit increased to 14.5% for the three
months ended March 31, 2004, from 14.1% for the comparable

18



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##### Table of Contents



period in 2003.
Image Transfers operating profit increased $3.0 million (31.3%) to $12.6
million,
primarily as a result of higher sales volumes. As a percentage of net sales,
Image Transfers operating profit decreased to 16.3% for the three months ended
March 31, 2004, from 17.2% in 2003. Operating margins on NDIs distribution
business are substantially lower than Days historical margins on manufactured
products. Textile Products operating profit increased $0.2 million (16.0%) to
$1.8 million. As a percentage of net sales, Textile Products operating profit
increased to 14.2% for the three months ended March 31, 2004, from 11.8% in
2003. Textile Products operating profit was favorably affected by improved
manufacturing operations in the United States in 2004 compared to 2003.

Other (income) expense was $(0.9) million and $(0.8) million for the three
months ended March 31, 2004 and 2003. The other (income) expense is primarily
due to foreign currency transaction (gains) losses incurred in the normal
course of international subsidiaries doing business in other than their
functional currency as well as a result of intercompany financing arrangements.
Other (income) expense in 2004 includes a gain of $0.7 million on the
mark-to-market of the euro-denominated Tranche A Term Loan and $0.4 million
gain on the sale of fixed assets.

The effective tax rate was 176.0% and 37.6% in 2004 and 2003. The effective tax
rate for 2004 is affected by the adoption of SFAS No. 150 and the
non-deductible preferred stock dividends now reflected as interest expense.
Adjusted for the preferred stock dividends, the effective tax rate would be
56.8% in 2004. The effective tax rate is further affected by foreign-sourced
dividends and income taxable in the United States and non-deductible expenses.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity and
requires that the Companys redeemable preferred stock be recorded in the same
manner as long-term debt. The Company adopted the statement as of July 1, 2003.
Beginning in the third quarter of 2003, the Company reflects the redeemable
preferred stock as long-term debt and accrued dividends are shown as interest
expense. This statement will have no effect on the net loss available to common
shareholders, cash flows of the Company or the Companys compliance with its
debt covenants.

Liquidity and Capital Resources

The Company has historically generated sufficient funds from its operations to
fund its working capital and capital expenditure requirements.

Capital expenditures were $1.0 million and $2.4 million for the quarters ended
March 31, 2004 and 2003.

As of March 31, 2004, there was $4.0 million outstanding under the Revolving
Credit Facility and the Company had $14.6 million available under the Revolving
Credit Facility. The Companys aggregate indebtedness at March 31, 2004, is
$279.1 million and the aggregate liquidation preferences of the Exchangeable
Preferred Stock is $72.6 million and the Convertible Preferred Stock is $80.8
million. The

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##### Table of Contents



Company is highly leveraged. The Companys ability to operate its
business, service its debt
requirements and reduce its total debt will depend upon its future operating
performance, which will be affected by prevailing economic conditions and
financial, business and other factors, certain of which are beyond its control,
as well as the availability of revolving credit borrowings. See the Companys
Annual Report on Form 10-K for a more extensive discussion of liquidity and
capital resources.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risks Associated with International Operations

The Company conducts a significant amount of business and has operating and
sales facilities in countries outside the United States. As a result, the
Company is subject to business risks inherent in non-U.S. activities, including
political uncertainty, import and export limitations, exchange controls and
currency fluctuations. The Company believes risks related to its international
operations are mitigated due to the political and economic stability of the
countries in which its largest international operations are located, the
stand-alone nature of the operations, the Companys limited net asset exposure,
forward foreign exchange contract practices and pricing flexibility. Thus,
while changes in foreign currency values do affect earnings, the longer-term
economic effect of these changes should not have a material adverse effect on
the Companys financial condition, results of operations or liquidity.

Certain of the Companys international subsidiaries make purchases and sales in
designated currencies other than their functional currency. As a result, they
are subject to transaction exposures that arise from foreign exchange movements
between the date that the foreign currency transaction is recorded and the date
it is consummated. In addition, the Company has intercompany loans outstanding
with certain international subsidiaries in their local currencies, exposing it
to the effect of changes in exchange rates at loan issue and loan repayment
dates. The Company periodically enters into forward foreign exchange contracts
to protect it against such foreign exchange movements. The contract value of
these foreign exchange contracts was $10.3 million at March 31, 2004 and $15.9
million at December 31, 2003. These contracts generally expire within three to
twelve months. At March 31, 2004, the Company has outstanding 25.0 million of
term loans issued under the Senior Secured Credit Facility. The Company has
issued euro-denominated debt in order to protect the Companys investments in
Europe from fluctuations in the euro compared to the U.S. dollar. Foreign
currency (gains) losses, included in other (income) expensenet, were $(0.4)
million in 2004 and $(0.8) million in 2003.

Interest Rate Risks

The Company is subject to market risk from exposure to changes in the interest
rates based on its financing activities. The Company utilizes a mix of debt
maturities along with both fixed- and variable-rate debt to manage its exposure
to changes in interest rates and to minimize interest expense. During 2003, the
Company entered into a $25 million interest rate swap to swap a portion of the
Companys variable rate debt to fixed rates. The swap expires in September
2006. The Company does not expect

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changes in interest rates to have a material
effect on income or cash flows in 2004, although there can be no assurance that
interest rates will not materially change.

Commodity Risks

Rubber polymers and fabrics are key components in most of the Image Transfer
and Textile products. The Company is exposed to changes in the costs of these
components. Pressroom Chemicals is exposed to changes in the cost of certain
petroleum-based components. The largest raw material component in Pressroom
Chemicals products is petroleum distillates, such as aliphatics and aromatics.
When commodity prices increase, the Company has historically passed on
increases to its customers to maintain its profit margins. Conversely, when
commodity prices decline, the Company generally lowers its sales prices to meet
competitive pressures. Because the Company has historically been able to raise
sales prices to offset higher costs, management believes that a 10% change in
the cost of its components could have a short-term impact until sales price
increases take effect, but overall would not have a material effect on income
or cash flows for a fiscal year.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains a system of internal accounting controls designed to
provide reasonable assurance that transactions are properly recorded and
summarized so that reliable financial records and reports can be prepared and
assets safeguarded. In addition, a system of disclosure controls is maintained
to ensure that information required to be disclosed is recorded, processed,
summarized and reported in a timely manner to management responsible for the
preparation and reporting of the Companys financial information.

Management, with the participation of the Companys Chief Executive Officer and
Chief Financial Officer, assesses the internal control and disclosure control
systems as being effective as they encompass material matters for the three
months ended March 31, 2004. To the best of managements knowledge, there were
no changes in the internal control and disclosure control systems during the
quarter ended March 31, 2004, that would materially affect the control systems.

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PART II OTHER INFORMATION




ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER REPURCHASES OF EQUITY SECURITIES

On February 28, 2004, the Company issued 25 shares of Common Stock to a former
member of management upon exercise of a stock option granted under the Day
International Group, Inc. Stock Option Plan and received $25,000 in payment of
the exercise price. The sale was a private transaction made in reliance upon
the exemption from registration in Section 4(2) of the Securities Act of 1933.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a.
    
    
    Exhibits(31
    )
    
    Rule 13a-14(a)/15d-14(a) Certifications
31.1 Chief Executive Officer Certification
31.2 Chief Financial Officer Certification(32
    )
    
    Section 1350 Certifications
32.1 Chief Executive Officer Certification
32.2 Chief Financial Officer Certificationb.
    
    
    Reports on Form 8-KNone





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.

Day International Group, Inc.
(Registrant)Date: May 7, 2004
    
    /s/ Thomas J. KoenigThomas J. Koenig
Vice President and
Chief Financial Officer
(Principal Financial Officer)


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