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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-K/ A

Amendment No. 1


|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the fiscal year ended March 28,
    2004                                                
|          
|OR        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES ACT OF 1934     

Commission file no. 1-7604



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Crown Crafts, Inc.

(Exact name of registrant as specified in its
charter)


|                                                                                         |  |                                         
|---------------------------------------------------------------------------------------- |  | ----------------------------------------
|Delaware                                                                                 |  | 58-0678148                              
|(State of Incorporation)                                                                 |  | (I.R.S. Employer
    Identification No.)
|916 S. Burnside Ave.
    Gonzales, Louisiana(Address of principal executive
    offices) |  | 70737(Zip Code)                         

Registrants telephone number, including
area code:

(225) 647-9100


Securities registered pursuant to
Section 12(b) of the Act:

|                              |  |                                     
|----------------------------- |  | ------------------------------------
|Title of class                |  | Name of exchange on which registered
|                              |  |                                     
|Common Stock, $0.01 par value |  | OTC Bulletin Board                  
|Common Share Purchase Rights  |  | OTC Bulletin Board                  

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 þ          No o.

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

Indicate by check mark if the Registrant is an
accelerated filer (as defined in Rule 12b-2 of the
Act).     Yes o          No þ

As of September 28, 2003,
9,504,937 shares of Common Stock were outstanding, and the
aggregate market value of the Common Stock (based upon the
closing price of these shares on that date) held by persons
other than Officers, Directors, and 5% shareholders was
approximately $3,727,011.

As of June 1, 2004, 9,504,937 shares of
the Companys Common Stock were outstanding.



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Forward-Looking Information

This annual report contains forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based upon
managements current expectations, projections, estimates
and assumptions. Words such as expects,
believes, anticipates and variations of
such words and similar expressions identify such forward-looking
statements. Forward-looking statements involve known and unknown
risks and uncertainties that may cause future results to differ
materially from those suggested by the forward-looking
statements. These risks include, among others, general economic
conditions, changing competition, the level and pricing of
future orders from the Companys customers, the
Companys dependence upon third-party suppliers, including
some located in foreign countries with unstable political
situations, the Companys ability to successfully implement
new information technologies and the Companys dependence
upon licenses from third parties.

Explanatory Note

This Report on Form 10-K/ A amends and
restates in its entirety Item 1 of the Annual Report on
Form 10-K of Crown Crafts, Inc. (the Company)
for the fiscal year ended March 28, 2004. Item 1 has
been amended and restated to correct the Companys fiscal
year-end as referenced under the caption Order
Backlog.

PART I



|        |         
|------- | --------
|Item 1. | Business

Crown Crafts, Inc. is a Delaware corporation as a
result of the Companys reincorporation in Delaware
completed in 2003. The Company was originally formed as a
Georgia corporation in 1957. The Company operates indirectly
through its subsidiaries (Hamco, Inc.; Churchill Weavers, Inc.;
Crown Crafts Infant Products, Inc. and, previously, Burgundy
Interamericana) in the Infant Products segment within the
Consumer Products industry. The Infant Products segment consists
of infant bedding, bibs, soft goods and accessories. Sales are
generally made directly to retailers, primarily mass merchants,
large chain stores and gift stores. These products are marketed
under a variety of Company-owned trademarks, under trademarks
licensed from others, without trademarks as unbranded
merchandise and with customers private labels.

In response to changing business conditions in
the consumer products industry, the Company made significant
changes in its business operations over the last four years. In
addition to a program of cost reductions and rationalization,
the Company outsourced virtually all of its manufacturing to
domestic and foreign contract manufacturers, with the exception
of the specialty hand wovens produced by Churchill Weavers and,
until recently, screen-printed infant bibs produced by Burgundy
in Mexico. The Woven Products division, with manufacturing
primarily in north Georgia, was sold on November 14, 2000
and net proceeds of $32.3 million were used to reduce debt.
Following the outsourcing of adult bedding and bath, the
Roxboro, North Carolina plant was sold on June 14, 2001 and
the proceeds of $8.0 million were used to reduce debt.
Also, the Company made a decision to exit the adult bedding and
bath business, and its net assets related to that business of
$12.4 million were sold effective July 23, 2001.
Proceeds of the sale were $8.5 million cash plus the
assumption of liabilities of $3.4 million as well as the
assumption of certain contingent liabilities. Cash from the sale
was used to reduce debt. After that sale, the Company has
operated primarily in the infant and juvenile products business,
but in describing the results of operations for fiscal 2002,
reference is made to all of the product groups. Because of the
sale of assets and the refinancing that occurred July 23,
2001, the Companys historical results for fiscal 2002 and
prior are not indicative of the Companys future operations.

In December 2002, the Company adopted a formal
plan to change its sourcing strategy for certain products and
close the Mexican manufacturing facility operated by Burgundy.
This decision was based on extensive research by management
which indicated that, due to lower wages and the elimination of
certain governmental quotas on the importation of bibs,
outsourcing the supply of products then being manufactured by
Burgundy to Asian manufacturers was more cost-effective and
competitive than maintaining operations in Mexico. Under the
plan, Burgundy continued to operate through the first quarter of
fiscal 2004, at which time

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the Company began to liquidate Burgundys
assets. As a result of the decision of the Company to
discontinue its Mexican operations, the Company recorded a
$1.8 million restructuring charge to operations in the
quarter ended December 29, 2002, which consisted primarily
of a write-down of the property and equipment at the Mexican
facility of approximately $800,000, inventory items deemed to be
in excess of production requirements of approximately $600,000,
an accrual for contractual termination benefits of approximately
$300,000 due Burgundys entire workforce (approximately 130
employees) under the provisions of Mexicos labor
regulations and the write-off of goodwill of approximately
$60,000. The Company paid approximately $189,000 of the
severance benefits in the first quarter of fiscal 2004 and paid
the remainder through October 2003. The Company continued to
charge the ongoing operating costs associated with
Burgundys production in the period in which the costs were
incurred. The Company incurred a loss of approximately $85,000
related to the operation and closure of this facility for the
three-month period ended June 29, 2003, at which time the
closure was complete.


Products

The Companys primary focus is on infant and
juvenile products. Infant products include crib bedding, diaper
stackers, mobiles, bibs, receiving blankets, burp cloths,
bathing accessories and other infant soft goods and accessories.
The Company also produces hand-woven throws for infants and
adults, which are manufactured and imported in a variety of
colors, designs and fabrics, including cotton, acrylic,
cotton/acrylic blends, rayon, wool, fleece and chenille.

Historically, the companys products also
included two additional groups: 1) bedroom and bath products and
2) imported and jacquard woven throws. Bedroom products
included comforters, comforter sets, sheets, pillowcases, sheet
sets, pillow shams, bed skirts, duvets, decorative pillows,
coverlets and jacquard-woven bedspreads.

The table below indicates the allocation of sales
of the Companys products.

|                             |  |             |     |      |  |      |     |  |  |  |     | 
|---------------------------- |  | ----------- | --- | ---- |  | ---- | --- |  |  |  | --- | 
|                             |  |            
|                             |  | Fiscal Year
|                             |  |            
|                             |  | 2004        |     | 2003 |  | 2002
|                             |  |             |     |      |  |     
|Infant and Juvenile Products |  |             | 97% |      |  |      | 97% |  |  |  | 80% | 
|Throws                       |  |             | 3%  |      |  |      | 3%  |  |  |  | 3%  | 
|Bedroom and Bath Products    |  |             | 0%  |      |  |      | 0%  |  |  |  | 17% | 

Product Design and Styling

Research and development expenditures focus
primarily on product design and styling. The Company believes
styling and design are key components to its success. The
Companys designers and stylists work closely with the
marketing staff and licensors to develop new designs. These
designs, which are developed internally and obtained from
numerous additional sources, including graphic artists,
decorative fabric manufacturers, apparel designers and
employees, include traditional, contemporary, textured and
whimsical patterns across a broad spectrum of retail price
points. The Company is continually developing new designs for
all of its product groups using computer-aided-design systems to
increase design flexibility, reduce costs and shorten the time
for responding to customer demands and changing market trends.
The Company also creates designs for exclusive sale by certain
of its customers.

Sales and Marketing, Customers

Products are marketed through a national sales
force consisting of salaried sales executives and employees and
independent commissioned sales representatives. Independent
representatives are used most significantly in sales to the gift
trade and infant markets. Sales outside the United States are
made primarily through distributors.

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The Companys customers consist principally
of mass merchants, chain stores, department stores, specialty
home furnishings stores, wholesale clubs, gift stores and
catalogue and direct mail houses. The table below indicates
customers representing more than 10% of gross sales.

|                      |  |             |     |      |  |      |     |  |  |  |     | 
|--------------------- |  | ----------- | --- | ---- |  | ---- | --- |  |  |  | --- | 
|                      |  |            
|                      |  | Fiscal Year
|                      |  |            
|                      |  | 2004        |     | 2003 |  | 2002
|                      |  |             |     |      |  |     
|Toys R Us             |  |             | 36% |      |  |      | 31% |  |  |  | 26% | 
|Wal-Mart Stores, Inc. |  |             | 27% |      |  |      | 30% |  |  |  | 22% | 
|Target Corporation    |  |             | 12% |      |  |      | 10% |  |  |  | *   | 



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|  |               
|- | --------------
|* | Less than 10%.

The Companys sales offices are located in
Huntington Beach, California; Gonzales, Louisiana; Berea,
Kentucky and Rogers, Arkansas. Substantially all products are
sold to retailers for resale to consumers. The Companys
infant product subsidiaries generally introduce new products
once each year during the annual Juvenile Products
Manufacturers Association (JPMA) trade show.
Private label products are introduced throughout the year. New
product introductions for the gift trade are concentrated in
January through March and June through August when Churchill
Weavers participates in numerous local and regional gift shows.

In fiscal 2004, approximately 1% of the
Companys gross sales were made through its retail store in
Berea, Kentucky. Stores in Calhoun, Georgia and Rancho Santa
Margarita, California were closed in fiscal 2001 and a store in
Roxboro, North Carolina was sold in fiscal 2002.

Manufacturing

The Companys infant products are produced
primarily by domestic and foreign contract manufacturers. These
products are then warehoused and shipped from facilities in
Compton, California and Gonzales, Louisiana.

Raw Materials

The principal raw materials used in the
manufacture of infant comforters, sheets and accessories are
printed and solid color cotton and polycotton fabrics, with
polyester fibers used as filling material. The principal raw
materials used in the manufacture of throws and other products
are natural-color and pre-dyed 100% cotton yarns, rayon yarns
and acrylic yarns. The principal raw materials used in the
production of infant bibs are knit-terry polycotton, woven
polycotton and vinyl fabrics. Although the Company usually
maintains supply relationships with only a limited number of
suppliers, the Company believes these raw materials presently
are available from several sources in quantities sufficient to
meet the Companys requirements.

The Company uses significant quantities of
cotton, either in the form of cotton fabric or polycotton
fabric. Cotton is subject to ongoing price fluctuations. The
price fluctuations are a result of cotton being an agricultural
product subject to weather patterns, disease and other factors
as well as supply and demand considerations, both domestically
and internationally. Significant increases in the price of
cotton could adversely affect the Companys operations.

Seasonality, Inventory Management

Historically, the Company has experienced a
seasonal sales pattern, in which sales are lowest in the first
fiscal quarter. In fiscal 2004, sales peaked in the fourth
fiscal quarter and in fiscal 2002 and 2003, sales peaked in the
second fiscal quarter.

The Company carries normal inventory levels to
meet delivery requirements of customers. Customer returns of
merchandise shipped are historically approximately 0.6% of gross
sales.

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Order Backlog

Management estimates the backlog of unfilled
customer orders were $4.4 million and $3.4 million at
March 28, 2004 and March 30, 2003, respectively. The
majority of these unfilled orders are shipped within
approximately eight weeks, and none are expected to be shipped
beyond the completion of the fiscal year ending April 3,
2005. Due to the prevalence of quick-ship programs adopted by
its customers, the Company does not believe that its backlogs
are a meaningful indicator of future business.

Trademarks, Copyrights and Patents

The Company considers its trademarks to be of
material importance to its business. Products are marketed in
part under well-known trademarks such as Red Calliope®,
Cuddle Me®, NoJo®, Hamco®, Pinky Baby® and
Churchill Weavers®. Protection for these trademarks is
obtained through domestic and foreign registrations.

Certain products are manufactured and sold
pursuant to licensing agreements for trademarks that include,
among others, Disney®. The licensing agreements for the
Companys designer brands generally are for an initial term
of one to five years, and may or may not be subject to renewal
or extension. Sales of product under the Companys licenses
with Disney Enterprises, Inc. accounted for 33% of the
Companys total gross sales volume during fiscal 2004.

Many of the designs used by the Company are
copyrighted by other parties, including trademark licensors, and
are available to the Company through copyright licenses. Other
designs are the subject of copyrights and design patents owned
by the Company.

During the fiscal year ended March 28, 1999,
the Company entered into licensing agreements with Calvin Klein,
Inc. and Disney Enterprises, Inc. The Calvin Klein license
granted the Company the right to produce and sell bedroom and
bath products under the Calvin Klein brand. The Disney license
expands the Companys right to produce and sell products
featuring Disney characters. The current Disney license expires
December 31, 2004. In connection with the sale of the adult
bedding and bath business effective July 23, 2001, the
rights of the Company under the Calvin Klein license were
terminated.

The Companys aggregate commitment for
minimum guaranteed royalty payments under all of its license
agreements is $3.3 million, $0.2 million and $0 for
fiscal 2005, 2006, and thereafter, respectively. The Company
believes that future sales of royalty products will exceed
amounts required to cover the minimum royalty guarantees. The
Companys total royalty expense, net of royalty income, was
$5.7 million, $6.5 million and $7.5 million for
fiscal 2004, 2003 and 2002, respectively.

Competition

The infant consumer products industry is highly
competitive. The Company competes with a variety of distributors
and manufacturers on the basis of quality, design, price,
service and packaging and is a leader in its respective industry
segment. Its leadership results from the integration of
extensive proprietary product design with low-cost, high-quality
global sourcing to produce and market high-value merchandise to
major customers. With a strong commitment to customer service,
the Company develops distinctive programs for individual
customers and maximizes retail productivity with aggressive
pricing, quick replenishment merchandise management and
efficient customer order execution. These qualities have enabled
the Company to become the largest producer of infant bed
coverings and bibs for distribution to mass and mid-tier
merchants, enjoying approximately one-third of the infant
bedding market share and one-half of the bib market share in the
U.S.

Government Regulation, Environmental
Control

The Company is subject to various federal, state
and local environmental laws and regulations which regulate,
among other things, the discharge, storage, handling and
disposal of a variety of substances and wastes and to laws and
regulations relating to employee safety and health, principally
the Occupational Safety and Health Administration Act and
regulations thereunder. The Company believes that it currently
complies

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in all material respects with applicable
environmental, health and safety laws and regulations and that
future compliance with such existing laws or regulations will
not have a material adverse effect on its capital expenditures,
earnings or competitive position. However, there can be no
assurances that such requirements will not become more stringent
in the future or that the Company will not incur significant
costs in the future to comply with such requirements.


Employees

At March 28, 2004, the Company had
approximately 241 employees, none of whom are represented by a
labor union. The Company attracts and maintains qualified
personnel by paying competitive salaries and benefits and
offering opportunities for advancement. The Company considers
its relationship with its employees to be good.

International Sales

Sales to customers in foreign countries outside
the United States are not currently material to the
Companys business.

PART IV

Item 15.     Exhibits,
Financial Statement Schedules, and Reports on
Form 8-K

(a)3.     Exhibits

Exhibits required to be filed by Item 601 of
Regulation S-K are included as Exhibits to this report as
follows:

|        |    |    |  |                         |  |                                                                                    
|------- | -- | -- |  | ----------------------- |  | -----------------------------------------------------------------------------------
|Exhibit |    |    |  |                        
|Number  |    |    |  | Description of Exhibits
|        |    |    |  |                        
|        | 31 | .1 |  |                         |  | Rule 13a-14(a)/15d-14(a) Certification by
    the Companys Chief Executive Officer
|        | 31 | .2 |  |                         |  | Rule 13a-14(a)/15d-14(a) Certification by
    the Companys Chief Financial Officer
|        | 32 | .1 |  |                         |  | Section 1350 Certification by the
    Companys Chief Executive Officer            
|        | 32 | .2 |  |                         |  | Section 1350 Certification by the
    Companys Chief Financial Officer            

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SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) 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.

|                    |  |                    |  |                                                                                                           
|------------------- |  | ------------------ |  | ----------------------------------------------------------------------------------------------------------
|                    |  | CROWN CRAFTS, INC.
|                   
|Date: June 28, 2004 |  | By:                |  | /s/ E. RANDALL CHESTNUTE. Randall ChestnutChairman of the Board, President and
    Chief Executive Officer

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INDEX TO EXHIBITS

|        |    |    |  |                         |  |                                                                                    
|------- | -- | -- |  | ----------------------- |  | -----------------------------------------------------------------------------------
|Exhibit |    |    |  |                        
|Number  |    |    |  | Description of Exhibits
|        |    |    |  |                        
|        | 31 | .1 |  |                         |  | Rule 13a-14(a)/15d-14(a) Certification by
    the Companys Chief Executive Officer
|        | 31 | .2 |  |                         |  | Rule 13a-14(a)/15d-14(a) Certification by
    the Companys Chief Financial Officer
|        | 32 | .1 |  |                         |  | Section 1350 Certification by the
    Companys Chief Executive Officer            
|        | 32 | .2 |  |                         |  | Section 1350 Certification by the
    Companys Chief Financial Officer            

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