SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K

Annual Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the Fiscal Year Ended December 31, 2002
Commission File No. 1-3871

CALIFORNIA-ENGELS MINING COMPANY

Incorporated in the State of California
IRS Employer I.D. No. 94-0357560

117 Crescent Street
P. O. Box 778
Greenville, California 95947-0778
Telephone Number (530) 284-6191

SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT

Title of Each Class - Capital Stock, par value, $0.25 per share.

Number of Shares outstanding: 758,915.94

  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, and
(2) has been subject to such filing requirements for the past 90
days.  Yes:  X      No:

  As of February 3, 2003, 758,915.94 capital shares were outstanding,
and the aggregate market value of the common shares of California-
Engels Mining Company held by nonaffiliates was approximately
$287,299.

Documents Incorporated by Reference: NONE

Filing Contains 34 Pages

<page>
PART 1

ITEM 1.  BUSINESS

   Registrant was incorporated under the laws of the State of
California on July 12, 1922, under the name of California Copper
Corporation, as a holding company for the shares of its operating
company Engels Copper Mining Company which was incorporated under
the laws of the State of California on June 19, 1901.  Engels
Copper Mining Company was merged into California Copper Corporation
on March 3, 1936, and the name of the merged company was changed to
California-Engels Mining Company.  Exploration and development
commenced at the Engels Mine, Lights Creek Mining District, Plumas
County, California, upon organization of Engels Copper Mining
Company; but it was not until 1914 that milling facilities were
available and actual production of copper started.  From 1914 until
operations were suspended due to the low price of copper in July,
1930, approximately 4,700,000 tons of ore were mined from the
Engels and Superior mines and milled producing 160,170,000 pounds
of copper and substantial values in gold and silver.  Out of
profits of this operation, the Registrant retired a bond issue of
$500,000 and paid out more than $1,285,000 in dividends.  During
the 1930's the mining and milling plant, Engelmine townsite and the
Indian Valley Railroad subsidiary were dismantled and sold.

   Registrant's mining properties were continuously leased from
September, 1947, to March, 1951; from March, 1951, to December,
1959; from November, 1960, to October, 1979; from August, 1980, to
August, 1990; and from November, 1990, to April 1993.  The lessee
from 1964 to 1993 was Placer Dome U.S. Inc., the U.S. Subsidiary of
Placer Dome Inc., Vancouver, B.C., Canada.  The Mining Lease With
Option to Purchase, between the Registrant (Lessor) and Placer Dome
U.S. Inc. (Lessee) was terminated by Placer Dome U.S. Inc.
effective April 20, 1993.  Registrant has received a substantial
amount of technical data on its mining properties and maintains a
library on the Plumas Copper Belt.  Thousands of feet of drill core
from the Superior Mine, Sulphide Ridge and the Engels Mine are
stored at Crescent Mills, California.  Registrant's mineral
deposits and prospects are not deemed economically attractive under
current conditions for the mining industry in California and the
United States, nor are they likely to be so in the foreseeable
future.

   The Non-Industrial Timber Management Plan on Registrant's mining
properties was approved by the California Department of Forestry
and became effective July 2, 1999.  The permitting process for this
project began in August, 1994 with the start of the archaeological
survey and the February, 1995 agreement with Shasta Land
Management Consultants to prepare the Plan.

     The Non-Industrial Timber Management Plan is an assessment of
the timber inventory, conditions and potential of the entire
<page>
property broken down into units with similar growing conditions
within each unit.  Its intent is to demonstrate a long-term
commitment to appropriately manage the resource.  It functions as
a coordinated collection of individual Timber Harvest Plans and its
advantage is that, once approved, the paperwork necessary to
initiate individual timber harvests is minimal.  Under the Plan the
Registrant is restricted in management options to those
silvicultural systems that produce uneven-aged stands of timber.
Uneven-aged management means the management of a specific forest
with the goal of establishing a well-stocked stand of various age
classes of trees scattered over the forest.  It will permit the
periodic harvest of all size classes as individual or small groups
to realize yield.  Over the long term, forest growth and yield will
be balanced.  The Registrant will also have the advantage of
being able to time harvests for favorable market conditions.  It will
take a number of years to fully implement the Plan.

     After the effective date of the Non-Industrial Timber
Management Plan the Registrant filed a Notice of Timber Operations
for a helicopter harvest on its Green Ledge and Austrian Syndicate
parcels on Ward Creek pursuant to the Plan.  The project harvested
377,520 board feet of timber and was completed on October 28, 1999.

     Registrant made application to the California Tree Farm
Committee of the American Tree Farm System for approval of its
Engelmine Forest timber lands on Lights Creek as a tree farm.  Its
Engelmine Forest was accepted as California Tree Farm No. 2611 on
June 17, 1999.

     Registrant received approval on July 28, 2000 for a 103 acre
hand thinning project from the California Department of Forestry
pursuant to their California Forest Improvement Program.  The
Department will reimburse 75% of the $48,670 cost to the Registrant
over the three year life of the agreement. Other hand thinning
projects funded by the Registrant are ongoing on other overstocked
areas of its property.

     Registrant filed a Notice of Timber Operations pursuant to its
Non-Industrial Timber Management Plan on September 7th and December
15, 2000, for mechanical thinning and chipping/biomass projects on its
Engels and Smith parcels.  A Timber Harvest Plan was filed for
its Henry parcel on November 27, 2000.  Thinning began on December
11, 2000 by Pew Forest Products, Crescent Mills, California using
two Timbco feller buncher machines, a stroke delimber, shovel
loader, chipper, logging trucks and other equipment.  The thinning
and timber harvest completed on July 13, 2001, products 1,432,000
board feet of small logs generating sufficient funds to pay for the
projects.  The purpose of the thinning harvest was to reduce fire
danger, improve the timber stand, provide wildlife protection,
remove hazard timber and improve aesthetics.

<page>
     The U.S.D.A. Forest Service is preparing a draft Environmental
Impact Statement for the Herger-Feinstein Quincy Library Group
(HFQLG) Administrative Study on the Plumas National Forest.  If
the HFQLG is eventually implemented it will result in surface
ladder fuels thinning to reduce the extent and severity of wildland
fires in the National Forest surrounding Registrant's property.

     Registrant is subject to a State of California General
Industrial Activities Storm Water Permit.  During the year,
pursuant to the Registrant's Storm Water Pollution Prevention Plan,
catch and evaporation basins and monthly water sampling records
were maintained.

ITEM 2.  PROPERTIES

     (a)  Registrant is the fee owner of 36 patented lode mining
claims totaling 736 acres, plus 245.28 acres of other patented
lands at Engelmine, Lights Creek Mining District, Plumas County,
California.  None of the claims or patented lands are subject
to any encumbrance.

     (b)  Registrant is the fee owner of five patented lode mining
claims totaling 100 acres in the Genesee Mining District, Plumas
County, California.  None of the claims are subject to any
encumbrance.

ITEM 3.  LEGAL PROCEEDINGS

   None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   None

ITEM 5.  MARKET FOR THE REGISTRANT'S CAPITAL STOCK AND RELATED
SHAREHOLDER MATTERS

   (a)  Principal Markets.

     Registrant's shares of Capital Stock are quoted on the Over-
the-Counter Market in the "pink sheets" which are published daily
by the Pink Sheets LLC under the symbol "CAEN".

<page>
   The following table shows the high and low bid prices of
Registrant's Capital Shares in the Over-the-Counter Market for the
past two years:
<table>
<caption>
                                High Bid           Low Bid
<S>                             <C>                <C>
2002 Market Price               $.75               $ .26

2001 Market Price               $.76               $ .40
</table>

   (b)  Approximate number of holders of capital stock.

   The approximate number of holders of record of Registrant's
Capital Stock as of February 3, 2003, is 904.

   (c)  The Registrant has never paid a dividend on its Capital
Stock because it has had an accumulated deficit since the merger in
1936.  The Board of Directors of the Registrant is endeavoring to
earn income from the sale of timber, sale of land, sale of sand and
rock and its bookkeeping business so funds are available for the
maintenance of its mining properties and the implementation of its
Timber Management Plan.  It is not the intention of the Registrant
to pay dividends in the foreseeable future.

ITEM 6.  SELECTED FINANCIAL DATA

<table>
Year Ended December 31
<caption>
Selected Financial Data  2002     2001     2000     1999    1998
-----------------------  ----     ----     ----     ----    ----
<S>                      <C>      <C>      <C>      <C>     <C>
Operating Revenues        36,614  635,903   45,358  257,502  43,314
Net Income (Loss)         (7,448)     760   78,900   28,936  22,228
 Income (loss) from
 continuing operations
 per capital share         (.010)    .001     .104     .038    .029
Total Assets             545,840  615,213  632,120  562,585 350,531
 Working Capital          79,248   50,814   39,462   71,295  10,128
 Shareholder's Equity    447,277  457,819  456,738  377,914 347,259
</table>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

   (a)  Financial condition, changes in financial condition and
results of operations.

<page>
   During the 30 years its mining properties were leased, the Board
of Directors of the Registrant endeavored to increase working
capital, total assets and shareholder's equity in the event that
its lessee, Placer Dome U.S. Inc., terminated its Mining Lease
With Option to Purchase agreement and return the mining properties
to the Registrant.  This event occurred effective April 20, 1993.
Thus funds were available to begin preparation of the Non-Industrial
Timber Management Plan.  Because timber and land sale
revenues are infrequent, in order to provide regular monthly income
the President of the Registrant, on January 1, 2000, transferred
his bookkeeping business to the Registrant.  Changes in working
capital, total assets and shareholder's equity for the past five
years are summarized as follows:

<table>
<caption>
Changes               2002     2001     2000     1999     1998
-------------         ----     ----     ----     ----     ----
<S>                   <C>      <C>      <C>      <C>      <C>
Working
Capital ($)            79,248    50,814   39,462   71,295   10,128
Total Assets          545,840   615,213  632,120  562,585  350,531
Shareholders Equity   447,277   457,819  456,738  377,914  347,259
</table>

   The objective of the Board of Directors of the Registrant is to
earn income from the sale of timber, sale of land, sale of sand and
rock and its bookkeeping business so that funds are available for
the maintenance of its mining properties and the implementation of
its Non-Industrial Timber Management Plan.

  (b)  Results of operations.

   Registrant's principal sources of income are from the sale of
timber, sale of land, sale of sand and rock, bookkeeping business,
interest and dividends.  There is no assurance that any of the
sources of income will continue at current rates into the future.
The termination of the Mining Lease With Option to Purchase
agreement substantially increased Registrant's property maintenance
expenses.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   Financial statements relying on Rule 3-11 of Regulation S-X
which allows the filing of unaudited statements of inactive
registrants are listed in the index to financial statements and
schedules, and are included under PART IV, Item 14, of this report.

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

   There were no disagreements on accounting and financial
disclosure matters required to be disclosed in this item.

<page>
PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<table>
   (a)  Identification of Directors.

<caption>
Director' Name       Positions        Year First   Principal
and Age              and Offices      Elected      Occupation
-------------        -----------      ----------   ---------
<S>                  <C>               <C>          <C>
Norman A. Lamb       President         1978         Mining
(66)                 & Director                     Executive
                                                    Greenville,
                                                    CA

Thomas J. Reardon    Vice President    1975         Retired
(81)                 & Director                     Daly City, CA

James E. Brousseau   Secretary-        1987         Mining
(71)                 Treasurer &                    Executive
                     Director                       Vallejo, CA

Richard C. Poulton   Director          1993         Consultant
(59)                                                San Mateo, CA

M. Blair Ogden       Director          2000         Attorney at Law
(70)                                                San Francisco,
                                                    CA
</table>

  There are no arrangements or understandings between any of the
foregoing persons and any other person or persons pursuant to which
any of the foregoing persons were named as directors.

<table>
   (b)  Identification of Executive Officers.
<caption>
Name of Officer           Age          Office Held
---------------           ----         -----------
<S>                       <C>          <C>
Norman A. Lamb            66           President

James E. Brousseau        71           Secretary-Treasurer
</table>

<page>
   There are no arrangements or understandings between any of the
foregoing persons and any other person or persons pursuant to which
any of the foregoing persons were named as executive officers.

   (c)  Identification of certain significant employees.

   None

   (d)  No family relationships exist between any of the above
named directors and executive officers of the Registrant.

   (e)  Business experience.

     (1)  Norman A. Lamb is a Mining Executive and an officer and
director of several public mineral companies.  He serves the
Registrant as President, was Secretary-Treasurer until November 16,
1987, and has been a Director since 1978.

     (2)  Thomas J. Reardon is retired and formerly was a
Department Manager for Foremost Dairies.  He serves the Registrant
as Vice-president and has been a Director since 1975.

     (3)  James E. Brousseau is a Mining Executive and an officer
and director of several public mineral companies.  He was elected
Secretary-Treasurer and a Director on November 16, 1987.

     (4)  Richard C. Poulton is a Consultant.  He was elected
a Director of the Registrant on March 27, 1993.

     (5)  M. Blair Ogden is a practicing attorney in San Francisco
and an officer and director of several public mineral companies.  He
was elected a Director of the Registrant on May 21, 2000.

   (f)  Involvement in certain legal proceedings.

   There have been no events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material to the
evaluation of the ability and integrity of any director or
executive officer during the past five years.

   (g)  Compliance with Section 16(a) of the Exchange Act

   Registrant is not aware of any person who at any time during the
year 2002 was a director, officer or beneficial owner of more than
10 percent of Registrant's capital stock who failed to file on a
timely basis reports required by Section 16(a) during 2002 or prior
years.

<page>
ITEM 11.  Executive Compensation

   (a)  Cash Compensation.
<table>
<caption>
Name of Individual or        Capacity      Cash Compensation
Number in Group
---------------------        ---------     -------------------
<S>                          <C>           <C>

Norman A. Lamb               President     $0.00

Officers and Directors
 as a group - Five persons
 including those named above.              $2,500.00
</table>

   (b)  Compensation pursuant to plans.

   During the fiscal year, Norman A. Lamb was reimbursed for out-
of-pocket expenses.

   (c)  Other compensation.

     None

   (d)  Compensation of directors.

   During the fiscal year, directors received a fee of $500.00 each
for their services as directors.

   (e)  Termination of employment and change of control
arrangement.

     None

<page>
ITEM 12.  Security Ownership of Certain Beneficial Owners and
Management

   (a)  Security ownership of certain beneficial owners.

   The following table shows, as of February 3, 2003, the number of
shares of Capital Stock held by every person owning of record or
known by the Registrant as owning beneficially more than five
percent of the outstanding stock:

<table>
<caption>
Security Ownership of Certain Beneficial Owners

Title of Class    Name and Address     Amount and Nature   Percent
                  of Owner             of Ownership        of Class
--------------    ---------------      -----------------   -------
<S>               <C>                  <C>                 <C>
Capital Stock     James E. Brousseau   184,789 shares      24.3%
 Par Value        270 Peppercorn Ct.   owned of record and
 $0.25/share      Vallejo, CA          beneficially *
                  94591

                  Norman A. Lamb       280,231.5 shares     36.9%
                  P.O. Box 778         owned of record and
                  Greenville, CA       beneficially **
                  95947

                  M. Blair Ogden       183,789 shares      24.2%
                  33 New Montgomery St owned
                  San Francisco, CA    beneficially ***
                  94108

                  Poulton Trust        50,253 shares       6.6%
                  551 West 30th Ave    owned of record
                  San Mateo, CA
                  94403

                  Reardon Family Trust 44,366 shares        5.8%
                  162 East Market St   owned of
                  Daly City, CA        record
                  94403
</table>

*  Includes 97,789 shares owned by Nevex Corporation, a Nevada
corporation and wholly owned subsidiary of Jenex Gold Corporation,
a Washington Corporation, of which Mr. Brousseau is
Secretary-Treasurer, a Director and substantial shareholder.
Includes 86,000 shares owned by The Flowery Gold Mines Company
of Nevada, a Nevada corporation, of which Mr. Brousseau is
Secretary-Treasurer, a Director and major shareholder.

<page>
<PAGE>
** Includes 97,789 shares owned by Nevex Corporation, a Nevada
corporation and wholly owned subsidiary of Jenex Gold Corporation,
a Washington Corporation, of which Mr. Lamb is President, a
Director and major shareholder.  Includes 86,000 shares owned
by The Flowery Gold Mines Company of Nevada, a Nevada corporation
of which Mr. Lamb is President, a Director and major shareholder.

***  Includes 97,789 shares owned by Nevex Corporation, a Nevada
corporation and wholly owned subsidiary of Jenex Gold Corporation,
a Washington corporation, of which Mr. Ogden is Vice-President and
a Director.  Includes 86,000 shares owned by The Flowery Gold
Mines Company of Nevada, a Nevada corporation, of which Mr. Ogden
is Vice-President, a Director and substantial shareholder.

   (b)  Security ownership of management.

   The following table shows as of February 3, 2003 all shares of
Capital Stock beneficially owned by all directors and all directors
and officers of Registrant as a group:
<table>
<caption>
Capital Stock Beneficially Owned
<S>             <C>                 <C>                   <C>
Title
of Class        Name of Beneficial  Amount and Nature of  Percent
                Owner               Beneficial Ownership  of Class
--------------  ------------------  --------------------  --------
Capital Stock   James E. Brousseau  184,789 shares owned   24.3%
Par Value                           of record and
$0.25 per share                     beneficially *

                Norman A. Lamb      280,231.5 shares owned 36.9%
                                    of record and
                                    beneficially **

                M. Blair Ogden      183,789 shares owned   24.2%
                                    beneficially ***

                Richard C. Poulton  50,253 shares owned    6.6%
                                    beneficially ****

                Thomas J. Reardon   44,366 shares owned    5.8%
                                    beneficially *****

                All directors and   375,850.5 shares       49.5%
                officers as a group
                (five persons)
</table>
<page>
*  Includes 97,789 shares owned by Nevex Corporation, a Nevada
corporation and wholly owned subsidiary of Jenex Gold Corporation,
a Washington corporation, of which Mr. Brousseau is Secretary-
Treasurer, a Director and substantial shareholder.  Includes 86,000
shares owned by The Flowery Gold Mines Company of Nevada, a Nevada
corporation, of which Mr. Brousseau is Secretary-Treasurer, a
Director and major shareholder.  Mr. Brousseau may be deemed to
have shared voting and investment power with respect to such
shares.

**  Includes 97,789 shares owned by Nevex Corporation, a Nevada
corporation and wholly owned subsidiary of Jenex Gold Corporation,
a Washington corporation, of which Mr. Lamb is President, a
Director and major shareholder.  Includes 86,000 shares owned by
The Flowery Gold Mines Company of Nevada, a Nevada corporation, of
which Mr. Lamb is President, a Director and major shareholder.  Mr.
Lamb may be deemed to have shared voting and investment power with
respect to such shares.

***  Includes 97,789 shares owned by Nevex Corporation, a Nevada
corporation and wholly owned subsidiary of Jenex Gold Corporation,
a Washington corporation, of which Mr. Ogden is Vice-President and
a Director.  Includes 86,000 shares owned by The Flowery Gold
Mines Company of Nevada, a Nevada corporation, of which Mr. Ogden
is Vice-President, a Director and substantial shareholder.  Mr.
Ogden may be deemed to have shared voting and investment power with
respect to such shares.

****  Includes 50,253 shares owned by the Poulton Trust, of which
Mr. Poulton is co-trustee.  Mr. Poulton may be deemed to have
shared voting and investment power with respect to such shares.

*****  Includes 44,366 shares owned by the Reardon Family Trust of
which Mr. Reardon is co-trustee.  Mr. Reardon may be deemed to
have shared voting and investment power with respect to such
shares.

   (c)  Changes in control.

   Mr. Lamb may be deemed the "parent" or a "control person" of
Registrant, as those terms are defined under the Securities
Exchange Act of 1934, as amended.  There are no arrangements known
to Registrant the operation of which may at a subsequent date
result in a change of control of Registrant.

ITEM 13.  Certain Relationships and Related Transactions

   None

<page>
PART IV

ITEM 14.  Exhibits, Financial Statements, Schedules and Reports on
Form 8-K

   (a)  Financial Statements:                             Page

   Balance Sheets as of December 31, 2002                 2-3
     and December 31, 2001.

   Statements of Income for the Years Ended
     December 31, 2002, December 31, 2001, and
     December 31, 2000.                                   4-5

   Statements of Accumulated Deficit and
     Accumulated Other Comprehensive Income (Loss)
     for the Years Ended December 31, 2002,
     December 31, 2001, and December 31, 2000.            6

   Statements of Cash Flows for the years ended
     December 31, 2002, December 31, 2001, and
     December 31, 2000.                                   7-8

   (b)  Notes to Financial Statements                     9-18

   (c)  Exhibits

          None

   (d)  No reports on Form 8-K were filed during the last
        quarter of 2002.

<page>
<PAGE>
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.


CALIFORNIA-ENGELS MINING COMPANY
   Registrant

By   Norman A. Lamb
   Norman A. Lamb, President and
   Chief Executive Officer

Date:  February 18, 2003

   Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.

By    Norman A. Lamb
   Norman A. Lamb
   President and Director
   February 18, 2003


By    Thomas J. Reardon
   Thomas J. Reardon
   Vice-President and Director
   February 18, 2003


By    James E. Brousseau
   James E. Brousseau
   Secretary-Treasurer
   Chief Financial and Accounting Officer
   February 18, 2003


By    Richard C. Poulton
   Richard C. Poulton
   Director,
   February 18, 2003


By    M. Blair Ogden
   M. Blair Ogden
   Director
   February 18, 2003
<page>
CALIFORNIA-ENGELS MINING COMPANY
FORM 10-K
FOR THE PERIOD ENDED December 31, 2002

CERTIFICATIONS

I, Norman A. Lamb, certify that:

1.   I have reviewed this report on Form 10-K of California-Engels Mining
Company;

2.   Based on my knowledge, this 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 report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this 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 report;

4.   The registrant's other certifying officers 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 is made known to us
particularly during the period in which this 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
report (the "Evaluation Date"); and
   (c)   presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

1.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to 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 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

1.   The registrant's other certifying officers and I have indicated in this
report whether or not 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: Februrary 18, 2003
/s/ Norman A. Lamb
Norman A. Lamb,
President and
Chief Executive Officer

<page>
CALIFORNIA-ENGELS MINING COMPANY
FORM 10-K
FOR THE PERIOD ENDED December 31, 2002

CERTIFICATION

I, James E. Brousseau, certify that:

1.   I have reviewed this report on Form 10-K of California-Engels Mining
Company;

2.   Based on my knowledge, this 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 report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this 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 report;

4.   The registrant's other certifying officers 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 is made known to us
particularly during the period in which this 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
report (the "Evaluation Date"); and
   (c)   presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

1.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation to the 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 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

1.   The registrant's other certifying officers and I have indicated in this
report whether or not 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: February 18, 2003
/s/ James E. Brousseau
James E. Brousseau
Secretary-Treasurer and Chief Financial Officer

<page>
CALIFORNIA-ENGELS MINING COMPANY
(A California Corporation)


FINANCIAL STATEMENTS


December 31, 2002







































page 1
<page>
CALIFORNIA-ENGELS MINING COMPANY
BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
(Unaudited)
<table>
ASSETS
<caption>
                                   2002               2001
                                   ---------          ---------
<S>                                <C>                <C>
CURRENT ASSETS
  Cash                             $   79,249         $   50,814
  Accounts receivable              $       69         $        -
  Deeds of Trust - current
   portion                         $    7,766         $   11,281
  Prepaid taxes                    $      849         $    1,487

  Total Current Assets             $   87,932         $   63,582

PROPERTY AND EQUIPMENT, net        $  338,199         $  342,211

OTHER ASSETS
   Investments available
    for sale                       $        -         $   62,861
   Investments held to
    maturity                       $    1,281         $    1,877
   Deeds of trust - net of
    current portion                $  118,428         $  144,682

        TOTAL OTHER ASSETS         $  119,709         $  209,420

        TOTAL ASSETS               $  545,840         $  615,213
</table>



The accompanying notes are an integral part of these financial
statements.
page 2
<page>
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
(Unaudited)
<table>
LIABILITIES AND STOCKHOLDERS' EQUITY
<caption>
                                   2002               2001
                                   ---------          --------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                <C>                <C>
Current Liabilities
   Deferred income taxes           $   12,115         $   17,582
   Accrued expenses                $   26,648         $   33,263
   Notes payable, current portion  $    6,992         $    8,766
       Total Current Liabilities   $   45,755         $   59,611

Long-term Liabilities
   Notes payable, net of current
    portion                        $   51,808         $   97,783
       Total Liabilities           $   97,563         $  157,394

STOCKHOLDERS' EQUITY
   Capital stock, par value $.25:
   California-Engels Mining Company,
    4,000,000 shares authorized
    758,915.94 shares issued and
    outstanding in 2002 and
    759,315.94 shares issued and
    outstanding in 2001            $  189,729         $  189,829
   Accumulated other comprehensive
    income (loss)                  $        -         $    1,754
   Reduction surplus               $2,799,908         $2,800,108
   Accumulated deficit             (2,541,360)        (2,533,872)
       Total Stockholders' Equity  $  448,277         $  457,819
   Total Liabilities and
    Stockholders' Equity           $  545,840         $  615,213
</table>
The accompanying notes are an integral part of these financial
statements.

page 3
<page>
CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(Unaudited)
<table>
<caption>
                             2002         2001         2000
                             -----        -----        -----
<S>                          <C>          <C>          <C>
REVENUE
  Timber and rock revenue    $    2,678   $  594,648    $   2,215
  Dividend income                 3,295        2,606        1,769
  Interest income                12,641       16,424       10,504
  Office rent                         -        6,475       12,470
  Professional services          18,000       15,750       18,400
    Total revenue                36,614      635,903       45,358

OPERATING AND GENERAL EXPENSES
   Depreciation                   4,012        9,679        1,751
   Director fees                      -          500        2,000
   Rock expense                       -            -          616
   Insurance                      1,874        1,860        1,900
   Miscellaneous                  1,478          861          694
   Office and storage rents       6,510       10,510       12,510
   Office expenses                3,611        2,664        3,763
   Payroll expense               10,418       10,891       12,344
   Professional fees              1,985        5,020        5,245
   Reclamation plan expense           -          240       12,738
   Repairs and maintenance        1,327        1,396        2,131
   Taxes and licenses             5,425       17,483        5,102
   Travel and per diem              790          405          963
   Vehicle expense                  962        5,007          972
     Total operating and
      general expenses        $  38,392   $   66,516    $  62,729
     Net income (loss) from
      operations              $  (1,778)  $  569,387    $ (17,371)
</table>


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

page 4
<page>
CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(Unaudited)

<table>
<caption>
                             2002         2001          2000
                             -----        -----         -----
<S>                          <C>          <C>           <C>

OTHER INCOME/(EXPENSE)
   Depletion                  $       -   $  (54,014)   $        -
   Timber expense             $  (9,250)  $ (499,651)   $ (11,659)
   Gain on sale of land       $       -   $        -    $ 143,226
   Gain on sale of assets     $  10,517            -        3,500
   Interest                   $  (9,624)  $  (13,038)   $ (16,161)

   Total other income
    and (expense)             $  (8,357)  $ (566,703)   $ 118,906

   Income Before Taxes        $ (10,135)  $    2,684    $ 101,535

Provision for income taxes    $   2,647   $   (1,924)   $ (22,635)

   Net Income (Loss)          $  (7,488)  $      760    $  78,900

Earnings Per Share            $  (0.010)  $    0.001    $   0.104
</table>





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

page 5
<page>

<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF ACCUMULATED DEFICIT AND ACCUMULATED
OTHER COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(Unaudited)

<table>
<caption>
                            2002         2001         2000
                            -----        -----        -----
<S>                         <C>          <C>          <C>

ACCUMULATED DEFICIT,
   Beginning of year        $(2,533,872) $(2,534,632) $(2,613,532)

Net Income                  $    (7,488) $       760  $    78,900

ACCUMULATED DEFICIT,
   End of year              $(2,541,360) $(2,534,632) $(2,534,632)

ACCUMULATED OTHER COMPREHENSIVE
   INCOME (LOSS),
   Beginning of year        $     1,754  $       308  $       288

Other Comprehensive Income
   (Loss)                   $    (1,754) $     1,446  $        20

ACCUMULATED OTHER COMPREHENSIVE
   INCOME (LOSS),
   End of year              $         -  $     1,754  $       308
</table>


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

page 6
<page>

<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(Unaudited)
<table>
<caption>
                              2002         2001        2000
                              ------       ------      -----
CASH FLOWS FROM OPERATING
ACTIVITIES
<S>                           <C>          <C>         <C>
   Net Income                 $  (7,488)   $    760    $ 78,900
   Adjustments to reconcile net income
   to net cash provided (used) by
   operating activities:
     Depreciation and depletion   4,012      63,693       1,751
   Amortization of GNMA discount   (150)       (216)       (221)
   Gain on sale of land               -           -    (143,226)
   Gain on sale of assets       (10,517)          -      (3,500)
   Change in operating assets
    and liabilities
      Accounts receivable           (69)          -           -
      Prepaid taxes                 638       4,387      (5,874)
      Taxes payable                   -           -      (4,697)
      Accrued expenses           (6,615)     (7,713)     (7,638)
      Deferred income taxes      (5,158)     (2,156)     19,789
        Net Cash Provided
         (Used) by
         Operating Activities $ (25,347)   $ 58,395    $(64,716)

<caption>
CASH FLOWS FROM INVESTING ACTIVITIES
<S>                           <C>          <C>         <C>
   Payments received on
    notes receivable          $  29,769    $ 18,343    $   5,069
   Issuance of notes
    receivable                        -           -     (143,228)
   Purchases of securities
    and investments                   -     (49,149)     (10,437)
   Proceeds from vehicle
    disposition                       -      15,604        3,500
   Proceeds from sale
    of securities                71,315            -           -
   Proceeds from sale
    of land                           -            -     195,045
   Return of principal GNMA         746          811         539
   Capital expenditures               -      (23,513)       (762)
     Net Cash Provided (Used)
      by Investing Activities  $101,830    $ (37,904)   $ 49,726
</table>


The accompanying notes are an integral part of these financial
statements.
page 7  <page>
CALIFORNIA-ENGELS MINING COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(Unaudited)

<table>
<caption>
                                 2002          2001       2000
                                 ------        ------     ------
<S>                              <C>           <C>        <C>
CASH FLOWS FROM
 FINANCING ACTIVITIES
   Purchase and retirement
    of treasury shares               (300)       (1,125)       (96)
   Proceeds from notes payable          -             -          -
   Payments on notes payable      (47,749)       (8,014)   (16,747)

     Net Cash Provided (Used) by
      Financing Activities       $(48,049)     $ (9,139)  $(16,843)

Net Increase (Decrease) in
 Cash and Cash Equivalents       $ 28,434      $ 11,352   $(31,833)

CASH AND CASH EQUIVALENTS,
<S>                              <C>           <C>        <C>
Beginning of Year                $ 50,814      $ 39,462   $ 71,295
<caption>
CASH AND CASH EQUIVALENTS,
<S>                              <C>           <C>        <C>
End of Year                      $ 79,248      $ 50,814   $ 39,462

<caption>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<S>                              <C>           <C>        <C>
Cash paid during the year for
    Income taxes                 $  1,873      $     53   $ 10,917
    Interest                     $  9,624      $ 13,038   $ 16,161

<caption>
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING ACTIVITIES
<S>                              <C>           <C>        <C>
     Unrealized holding
     gains (losses)
     arising during period       $  7,185      $  1,446   $  2,995
</table>

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

page 8
<page>

CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  This summary of significant accounting policies of California-
Engels Mining Company (the Company) is presented to assist in
understanding the Company's financial statements.  The financial
statements and notes are representations of the Company's
management who is responsible for their integrity and objectivity.
These accounting policies conform to Generally Accepted Accounting
Principles and have been consistently applied in the preparation
of the financial statements.

Nature of Activity

  The Company's principal line of business is development of
mineral and timber properties.  The principal revenue sources
currently consist of timber, land and rock sales, bookkeeping
business, and investment income. The Company's properties are
located in the western United States.

Estimates

  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported amounts
and disclosures.  Accordingly, actual results could differ from
these estimates.

Basis of Accounting

  The Company's books are maintained on the accrual method of
accounting.

Cash and Cash Equivalents

  For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments with a purchased
maturity of three months of less to be cash equivalents.

Concentration of Credit Risk

  The Company places its temporary cash investments with financial
institutions and limits the amount of credit exposure to any one
financial institution.


page 9
<page>


CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002

Mineral and Timber Lands

  Mineral and timber lands and depreciable property are stated at
book value less accumulated depletion and depreciation.  Depreciation
is calculated using the declining balance method over five to seven year
lives.  Timber depletion is calculated based on units of production.

Comprehensive Income

  Pursuant to Financial Accounting Standards Board ("FASB") Statement
No. 130, Reporting Comprehensive Income, the Company reports any material
components of comprehensive income in its financial statements.

Reclassification

  Certain amounts in the prior year financial statements have been
reclassified to conform to the current years financial statement
presentation.  Such reclassification had no effect on net equity or net
income.

NOTE 2 - PROPERTY AND EQUIPMENT
<table>
<caption>
  Property and equipment consisted of the following at December 31:

<S>                                   <C>             <C>
                                      2002            2001
                                      ------          ------

Furniture and equipment               $   24,613      $  24,613
Land                                     239,702        239,702
Less:  Accumulated depreciation          (18,083)       (14,071)

                                      $  246,232      $ 250,244

Timber management development         $  164,078      $ 164,078
Less:  Accumulated depletion             (72,111)       (72,111)

                                      $   91,967      $  91,967

Property and Equipment, net           $  338,199      $ 342,211
</table>

page 10
<page>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002

NOTE 3 - MINING CLAIMS AND FEE LAND OWNED

   At December 31, 2002, the Company was the owner of 36 patented
lode mining claims totaling 736 acres comprising the Engels and
Superior Mines and 245.28 acres of patented land at Engelmine,
Lights Creek Mining District, Plumas County, California.

   At December 31, 2002, the Company was the owner of five patented
lode mining claims totaling 100 acres on Ward Creek in the Genesee
Mining District, Plumas County, California.

NOTE 4 - VALUATION OF MINERAL LANDS - DEFERRED INCOME TAXES

  The Mineral lands carried on the books at a value of $10,000
less depletion have a historical cost basis from June 19, 1901 of
$1,000,000.  Beginning in 1913, different valuations were placed on
these lands by the Commissioner of Internal Revenue.  Under
instructions of the Commissioner, the values of the land were
written up on the books to a high of $4,500,000 on February 23,
1928.

  In 1934, because of depressed conditions, the mineral lands were
written down to $10,000 without any tax benefit.  In the event of
a sale of these lands the recognized gain for tax purposes will be
substantially reduced or eliminated.  Consequently a deferred tax
asset of approximately $340,000 has been offset by a
corresponding valuation allowance of approximately $340,000 due to
the unlikelihood of the sale of the property in the near future.

It is estimated that the current market value of the properties
meets or exceeds the $1,000,000 historical cost basis; however, due
to the length of time the Company has reported the land values at
the written down value of $10,000, a change to the cost method has
not been deemed appropriate for reporting purposes.

page 11
<page>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002

NOTE 5 - DEEDS OF TRUST
<table>
   Trust deed notes receivable at December 31,
<caption>
                     2002                                2001
                     ---------------------------------   ------
                     Due within   Due after
                      one year     one year   Total      Total
                     ----------   ----------  --------   -------
<S>                  <C>          <C>         <C>        <C>
Douglas R. Friedrich
  9% Note secured by
  Plumas County,
  California
  real property      $  3,509     $ 19,683    $ 23,192   $ 24,800

John and Tina Tucker
 9% Note secured by
 Plumas County,
 California
 real property       $      -            -     $      -  $  1,021

Monte C. Wolford
 8% Note secured by
 Plumas County,
 California
 real property       $      -     $      -     $      -  $  19,571

Jack P. McLaughlin, Jr.
 10% Note secured by
 Plumas County,
 California
 Real Property       $  1,033     $ 46,104     $ 47,137  $  48,072

David J. Estrella
 8% Note secured by
 Plumas County,
 California
 real property       $  3,224     $ 52,641     $ 55,865  $  62,499

                     --------     --------     --------  ---------
Total                $  7,766     $118,428     $126,194  $ 155,963
</table>

page 12
<page>

<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001

NOTE 6 - INVESTMENT SECURITIES

  In accordance with the provisions of SFAS No. 115, the available-
for-sale securities are reported as an asset at their fair market
value with the unrealized gain or loss excluded from earnings and
reported as a component of comprehensive income.  The held-to-maturity
securities are stated at amortized cost, adjusted for amortization of
premiums and accretion of discounts to maturity.  Realized gains and
losses are determined using specific identification of securities sold.

   The investment securities portfolio was comprised of items held-to-
maturity at December 31, 2002 and items classified as available-for-sale
and held-to- maturity at December 31, 2001.

   The following reflect the estimated fair values of investment
securities and amortized cost of debt securities held at
December 31, 2002, 2001, and 2000.  Fair values are based on
management's estimate.
<table>
<caption>
                          2002
                          -------------------------------------
<S>                      <C>      <C>        <C>        <C>
                                  Gross      Gross      Estimated
                                  Unrealized Unrealized Fair
                          Cost    Gain       Loss       Value
                         ------   ---------- ---------- --------
Equity Securities
 available-for-sale      $      - $      -   $     -    $      -

Mortgage-backed securities
 held to maturity        $  1,281 $      -   $     -    $  1,281
                         -------- --------   ---------  --------

Totals                   $  1,281 $      -   $     -    $  1,281
</table>

page 13
<page>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002

NOTE 6 - INVESTMENT SECURITIES, continued
<table>
<caption>
                         2001
                         ---------------------------------------
<S>                               <C>        <C>         <C>
                                  Gross      Gross      Estimated
                                  Unrealized Unrealized Fair
                         Cost     Gain       Loss       Value
                         ------   ---------- ---------- --------
Equity Securities
 available-for-sale      $ 60,799 $  2,063   $     -    $ 62,862

Mortgage-backed securities
 held to maturity        $  1,877 $      -   $     -    $  1,877
                         -------- ---------  --------   --------

Totals                   $ 62,676 $  2,063   $     -    $ 64,739

<caption>
                         2000
                         ----------------------------------------
<S>                               <C>        <C>         <C>
                                  Gross      Gross      Estimated
                                  Unrealized Unrealized Fair
                         Cost     Gain       Loss       Value
                         ------   ---------- ---------- --------
Equity Securities
 available-for-sale      $ 11,650 $    361   $     -    $ 12,011

Mortgage-backed securities
 held to maturity        $  2,472 $      -   $     -    $  2,472
                         -------- ---------  --------   ---------

Totals                   $ 14,122 $    361   $     -    $ 14,483
</table>

  There were proceeds from sale of equity securities in 2002 in the
amount of $71,315.  No equity securities were sold in 2001 or 2000.

NOTE 7 - CAPITAL STOCK

  The Company acquired and subsequently retired odd lots from
estates totaling 400 shares of capital stock for $300 in 2002
and 1510 shares for $1,125 in 2001.

page 14
<page>

<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002

NOTE 8 - CONTINGENT LIABILITIES

  The Company is not a defendant in any legal proceeding nor is
there any litigation in progress, pending or threatened against the
Company.


NOTE 9 - COMPREHENSIVE INCOME

  The components of comprehensive income, net of tax, are as
follows for the years ended December 31:

<table>
<caption>
                                  2002        2001       2000
                                  ------      ------     ------
<S>                               <C>         <C>        <C>
Net Income                        $  (7,488)  $     760   $ 78,900

Other Comprehensive Income,
  net of tax:
Unrealized gains on securities
  Unrealized holding gains
  arising during period           $   7,185   $   1,446   $  2,995
  Less:  reclassification
  adjustment for (gains)
  losses included in net income   $  (8,939)  $       -   $ (2,975)

    Total Other Comprehensive
      Income (Loss)               $  (1,754)  $   1,446   $     20

Comprehensive Income              $  (9,242)  $   2,206   $ 78,920
</table>


page 15
<page>
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002

  The following shows the tax effect of each component of
comprehensive income as of December 31:
<table>
<caption>
Calculation of Holding Gains

                                  2002        2001       2000
                                  ------      ------     ------
<S>                               <C>         <C>        <C>

Holding gains recognized
 in other comprehensive income    $   8,453   $   1,701  $   3,524

 Income Tax expense                  (1,268)       (255)      (529)

Total unrealized gain, net of tax $   7,185    $  1,446   $  2,995
</table>

<table>
<caption>
Reclassification Adjustments

                                  2002        2001       2000
                                  ------      ------     ------
<S>                               <C>         <C>        <C>

Net income:
  (Gain) loss on sale of
   securities                     $ (10,517)  $       -  $  (3,500)
  Income tax (expense) benefit        1,578           -        525

Net gain (loss) realized in
  net income                      $  (8,939)  $       -  $  (2,975)
</table>
     Accumulated other comprehensive income is comprised of only
unrealized gains (losses) on investment securities.

page 16
<page>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002

NOTE 10 - NOTES PAYABLE
<table>
<caption>
                              2002                           2001
                              ---------------------------    -----
                              Due within  Due after
                              one year    one year   Total   Total
<S>                           <C>         <C>        <C>     <C>

Note payable to Jenex Gold
  Corporation in monthly
  installments of $1,000
  including interest at 9%
  per annum                   $ 6,992  $ 51,808  $ 58,800  $ 72,089

Note payable to Volcanic
  Gold, Inc. in monthly
  installments of $500
  including interest at
  9% per annum                $     -         -         -  $ 34,460

Total                         $ 6,992   $ 51,808  $ 58,800 $106,549

</table>
The following table represents future principle payments for the
years ended December 31:
<table>
                       <C>              <C>
                       2003                6,992
                       2004                7,468
                       2005                8,365
                       2006                9,150
                       2007               10,008
                       Thereafter         16,637
                                        --------
                                        $ 58,800
</table>

page 17 <page>
<PAGE>
CALIFORNIA-ENGELS MINING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002

NOTE 11 - INCOME TAXES
<table>
<caption>
The provision for income taxes consisted of the following for the years
ended December 31:

                              2002         2001          2000
                              -----        -----         -----
<S>                           <C>          <C>           <C>

Federal income tax - current  $ 1,586      $ 1,747       $ 1,472
State income tax - current        925        1,592         1,374
Federal income tax - deferred  (3,245)       (482)        12,451
State income tax - deferred    (1,913)       (933)         7,338

Total (benefit) provision     $(2,647)     $ 1,924       $22,635
</table>

<table>
<caption>
Deferred income taxes consisted of the following at December 31:

                              2002         2001
                              ------       ------
<S>                           <C>          <C>
Deferred tax liabilities:
  Federal
   Unrealized gain on
    securities               $     -       $   309
   Installment sale gain     $ 7,623       $10,868

  State
   Installment sale gain     $ 4,492       $ 6,405

  Total deferred tax
   liabilities               $12,115       $17,582
</table>

page 18