FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.    20549



|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended
September 28, 2002

OR

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

For the transition period from _____ to  _____

Commission File No. 0-8544

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

Delaware
56-0901212(State or other jurisdiction of
   incorporation or organization)
(I.R.S. Employer
 Identification No.)701 Griffith Road
 Charlotte, North Carolina
28217(Address of principal executive offices)
(Zip Code)


(704) 559-5777(Registrant's telephone number, including area code)

Not Applicable(Former name, former address and former fiscal year, if
 changed since last report)

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
þNO  ̈

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

Class of Common Stock
Outstanding atNovember 8, 2002Par value $.10 per share
3,255,428


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AND SUBSIDIARIES

INDEX

PART I.  FINANCIAL INFORMATION:
Page No.Item 1.  Financial Statements:Condensed Consolidated
Balance Sheets
3-4Condensed Consolidated
Statements of Operations
5Condensed Consolidated
Statements of Cash Flows
6Condensed Consolidated
Statements of Stockholders’ Equity
7Notes to Condensed
Consolidated Financial Statements
8-11Item 2. Management's Discussion and Analysis of Financial
Condition
            and Results of
Operations
12-19Item 3. 
Quantitative and Qualitative Disclosure about Market Risk
20Item 4. 
Controls and Procedures
20PART II. OTHER INFORMATION:Item 6. 
Exhibits and reports on Form 8-K
21


Page
2

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Part I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

September 28,

June 29,2002

2002(unaudited)ASSETSCURRENT:Cash and cash equivalents
$
1,000
$
970,000Accounts receivable, less allowances of
      $810,000 and $819,000

11,575,000

10,144,000Inventories

11,753,000

13,542,000Income tax refund

587,000

523,000Deferred tax asset, current

1,773,000

1,773,000Prepaid expenses and other current assets

1,558,000

1,004,000TOTAL CURRENT ASSETS

27,247,000

27,956,000PROPERTY AND EQUIPMENT:Building and leasehold improvements

6,890,000

6,887,000Machinery and equipment

942,000

939,000Furniture, fixtures and transportation equipment

1,554,000

1,575,000Total

9,386,000

9,401,000Less accumulated depreciation and amortization

(3,232,000)

(3,089,000)NET PROPERTY AND EQUIPMENT

6,154,000

6,312,000DEFERRED TAX ASSET, LONG TERM

1,587,000

1,561,000OTHER LONG-TERM ASSETS

707,000

428,000GOODWILL, NET OF ACCUMULATED AMORTIZATION

3,790,000

3,790,000$
39,485,000
$
40,047,000


See accompanying notes
to condensed consolidated financial statements

Page 3

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SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

September 28,

June 29,2002

2002(unaudited)LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIES:Accounts payable
$
9,549,000
$
9,994,000Customers’ deposits

1,623,000

1,779,000Accrued expenses

639,000

545,000Current maturities of long-term debt

6,740,000

6,565,000Current maturity of obligation under capital lease

126,000

121,000TOTAL CURRENT LIABILITIES

18,677,000

19,004,000Long-term debt

4,437,000

4,544,000Obligation under capital lease

4,347,000

4,380,000TOTAL LIABILITIES

27,461,000

27,928,000STOCKHOLDERS’ EQUITY:Common stock – par value $.10; authorized 12,000,000
      shares at September 28, 2002 and 20,000,000 shares at
      June 30, 2001, issued 3,396,228, outstanding 3,255,428

340,000

340,000Additional paid-in capital

13,047,000

13,047,000Accumulated other comprehensive loss

(137,000)

(169,000)Accumulated deficit

(639,000)

(512,000)Total

12,611,000

12,706,000Treasury stock, at cost, 140,800 shares

(587,000)

(587,000)TOTAL STOCKHOLDERS’
EQUITY

12,024,000

12,119,000$
39,485,000
$
40,047,000




See accompanying notes
to condensed consolidated financial statements

Page 4

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SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months
EndedSeptember 28, 2002
September 29, 2001(13 Weeks)
(13 Weeks)(unaudited)
(unaudited)REVENUES

$
16,828,000
$
12,177,000COST OF SALES

14,218,000

10,687,000GROSS PROFIT

2,610,000

1,490,000SELLING EXPENSES

1,010,000

1,512,000GENERAL AND ADMINISTRATIVE EXPENSES

1,374,000

1,599,000OPERATING INCOME (LOSS)

226,000

(1,621,000)NET INTEREST EXPENSE

400,000

556,000LOSS BEFORE TAX BENEFIT

(174,000)

(2,177,000)TAX BENEFIT

(47,000)

(750,000)NET LOSS

$
(127,000)
$
(1,427,000)Basic loss per shareDiluted loss per share

$
(0.04)
$
(0.44)$
(0.04)
$
(0.44)Weighted average shares
     Outstanding:Basic

3,255,428

3,255,428Diluted

3,255,428

3,255,428


See accompanying notes
to condensed consolidated financial statements

Page 5

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SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



(Unaudited)For the Three Months Ended09-28-02
09-29-01(13 Weeks)
(13
Weeks)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
$
(127,000)
$
(1,427,000)Adjustments to reconcile net loss to cash used in
      operating activities:Depreciation

164,000

216,000Amortization

-

61,000Provision for inventory
obsolescence

-

90,000Provision for losses on accounts
receivable

-

30,000Deferred income taxes

(47,000)

(750,000)Gain on disposal of
assets

-

(4,000)Decrease (increase) in:Accounts
receivable

(1,431,000)

6,818,000Inventories

1,789,000

(755,000)Prepaid
expenses and other current assets

(618,000)

(355,000)Other
assets

(279,000)

31,000(Decrease) increase in:Accounts
payable

(445,000)

(4,081,000)Accrued
expenses and customers’ deposits

(9,000)

(556,000)Net cash used in operating
activities

(1,003,000)

(682,000)CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures

(6,000)

(9,000)Proceeds on sale of assets

-

6,000Net cash used in investing
activities

(6,000)

(3,000)CASH FLOWS FROM FINANCING ACTIVITIES:Net borrowings on line of credit agreement

500,000

698,000Principal payments on capital lease obligation

(28,000)

(13,000)Principal payments on long-term debt

(585,000)

-Proceeds from notes payable

153,000

-Net cash used in financing
activities

40,000

685,000NET INCREASE (DECREASE) IN CASH

(969,000)

-CASH AND CASH EQUIVALENTS at beginning of period

970,000

-CASH AND CASH EQUIVALENTS at end of period
$
1,000
$
-Supplemental Disclosures:Cash paid during period for:Interest
$
493,000
$
475,000Income taxes

64,000

40,000


See accompanying notes
to condensed consolidated financial statements

Page 6

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SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common
 Shares

Common
 Stock

Additional
 Paid-In
 Capital

Retained
 Earnings
 (accumulated
 deficit)

Accumulated
 Other
 Comprehensive
 Loss

Treasury
 Stock

Comprehensive
 LossBALANCE, JULY 2, 2000
3,393,228
$
339,000
$
13,045,000
$
10,693,000
$
-
$
(587,000)
$Net loss
-

-

-

(5,863,000)

-

-

(5,863,000)Accumulated Comprehensive
     loss - Interest rate swap, net
       of tax
-

-

-

-

(264,000)

-

(264,000)Comprehensive Loss
-

-

-

-

-

-
$
(6,127,000)Exercise of stock options
3,000

1,000

2,000

-

-

-BALANCE, JUNE 30, 2001
3,396,228

340,000

13,047,000

4,830,000

(264,000)

(587,000)Net loss
-

-

-

(5,342,000)

-

-
$
(5,342,000)Accumulated Comprehensive
     Income - Interest rate swap,
       net of tax
-

-

-

-

95,000

-

95,000Comprehensive Loss
-

-

-

-

-

-
$
(5,247,000)BALANCE, JUNE 29, 2002
3,396,228
$
340,000
$
13,047,000
$
(512,000)
$
(169,000)
$
(587,000)Net loss
-

-

-

(127,000)

-

-

(127,000)Accumulated Comprehensive
     loss - Interest rate swap, net
       of tax
-

-

-

-

32,000

-

32,000Comprehensive Loss
-

-

-

-

-

-
$
(95,000)BALANCE, SEPTEMBER 28, 2002
3,396,228
$
340,000
$
13,047,000
$
(639,000)
$
(137,000)
$
(587,000)




See accompanying summary of accounting policies and notes to condensed
consolidated financial statements.

Page
7

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SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS



Note 1.         Interim Financial
Statements

In
the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to
present the Registrant's financial position, the results of operations and changes in cash flow for the periods indicated. 
Any interim adjustments are of a normal recurring nature unless otherwise indicated in the Notes to the Financial
Statements.

The accounting policies followed by the Registrant are set forth in the Registrant's Form
10-K for the fiscal year ended June 29, 2002, which is incorporated by reference.

Note 2.         Deferred Revenue

The
Company, in some instances with its laundry equipment and services business, is engaged in installation projects for customers on a
contract basis.  Some contracts call for progress billings.  In such cases, the Company uses the percentage of completion
method to recognize revenue whereby sales are recorded based upon the ratio of costs incurred to total estimated costs at
completion.  Deferred revenue was immaterial at September 28, 2002 and June 29, 2002.

Note 3.         Inventories

Inventories consisted of the following:

> September 28,
> 
> June 29,2002
> 
> 2002(unaudited)Machines
> $
> 6,950,000
> $
> 8,705,000Parts and supplies
> 
> 4,803,000
> 
> 4,837,000Total
> $
> 11,753,000
> $
> 13,542,000

Note 4.    Taxes on Income

Taxes
on income are allocated to interim periods on the basis of an estimated annual effective tax rate.  Other comprehensive income
(losses), if any, are net of an estimated deferred tax expense (benefit).  Deferred income taxes at September 28, 2002 and
June 29, 2002 consisted primarily of net operating loss carryforwards.   The income tax refund represents the anticipated
state and federal tax refund for the prior fiscal year.

Note 5.    Net Income (Loss) Per Share

Basic net loss per share includes no dilution and is calculated by dividing net loss by
the weighted average number of common shares outstanding for the period.  Diluted net loss per share reflects the potential
dilution of securities that could share in the net income of the Company, which consists of stock options using the treasury stock
method.  In a period with a net loss, the weighted average shares outstanding will be the same for basic and diluted net loss
per share.

Page 8

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Note 6.       
Risk Management and Derivative Financial
Instruments

Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities (SFAS 133), as amended by SFAS No. 137 and SFAS No. 138, establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. 
SFAS 133, as amended, requires the Company to recognize all derivative instruments on the balance sheet at fair value.  If the
derivative is a hedge, changes in the fair value of derivatives are either offset against the change in fair value of assets,
liabilities, or firm commitments through earnings or recognized in other comprehensive income (equity) until the hedged item is
recognized in earnings.  The ineffective portion of a derivative’s change in fair value is recognized in
earnings.

The Company has historically entered into forward exchange contracts to reduce the foreign
currency exchange risks associated with its committed and anticipated Euro denominated purchases, and not for speculation.  As
of September 28, 2002, the Company had contracts to purchase approximately 232,000 Euro for approximately $230,000 for which the
market value at September 28, 2002 was approximately $228,000.  Of these contracts, the Company had designated all of them as
fair value hedges for committed purchase contracts.  For fair value hedges, changes in the fair value of the hedging
instrument are recognized and the underlying hedged transaction in the statement of operations.  Any ineffective portion of
fair value hedge is recognized immediately in the statement of operations.  The ineffective portion of the Company’s
fair value hedges as of September 28, 2002 was immaterial.

The Company had one interest rate swap derivative designated as a cash flow hedge at
September 28, 2002.  The change in the fair market value during the current year was a gain of $32,000 net of tax expense, and
was recognized in Other Comprehensive Income/Loss at September 28, 2002.  For interest rate swap agreements, increases or
reductions in interest expense are recognized in the periods in which they accrue.

Note 7.       
Long-Term Debt

The Company has a revolving credit facility and a line of credit for issuance of
Documentary Letters of Credit with SouthTrust Bank, N.A.  Effective February 19, 2002, the Company entered into a Third
Amendment and Forbearance Agreement (“Third Amendment”) relating to its original Credit Facility Agreement with
SouthTrust.  The Third Amendment provides a revolving credit facility up to $15.0 million and an additional line of credit for
issuance of Documentary Letters of Credit up to $4.0 million.  The availability under the combined facility is limited to a
borrowing base as defined in the Third Amendment and the original Credit Facility Agreement.

Advances under the revolving credit facility and line of credit as amended are broken down
into two components for the calculation of interest expense: the London Interbank Offered Rate (LIBOR) component that accrues
interest at the LIBOR rate plus 11⁄2% to 21⁄2%, and a base rate component that accrues interest at prime plus
11⁄4%.  The rates are scaled based upon the Company’s funded debt as defined in the original Credit Facility
Agreement.  Prior to the Second Amendment and pursuant to the terms of the First Amendment dated November 13, 2000, the LIBOR
component accrued interest at the LIBOR rate plus 3%, and the base rate component accrued interest at prime plus 11⁄4%. 
The Company also has in effect an interest rate swap derivative that fixes the interest rate for advances under the LIBOR component
at 7.79% plus the applicable margin for borrowing levels of $5.0 million, which expires on June 2, 2003.  As of September 28,
2002, amounts outstanding of $5.5 million were advanced under the LIBOR component at a rate of 1.84% plus 2.5%.  The facility
is secured by all the assets of the Company.

Page 9

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The Credit Facility as amended by the Third Amendment contains specific covenants that
require, among other things, the Company to maintain specified EBITDA targets for each month through July 31, 2002.  The
Company maintained compliance with the bank covenants of the third amendment through its duration.

Effective July 31, 2002, the Company executed a Fourth Amendment to the credit facility
with SouthTrust.  The amendment extends the maturity date to December 31, 2002, decreases the revolving credit facility to
$13.0 million and increases the line of credit to $6.0 million.  In addition, it requires the Company to meet specific EBITDA
targets for each month through maturity.  As of September 28, 2002, the Company had $4.8 million available under its credit
facility.

Other long-term obligations primarily include trade debt with payment dates beyond one
year.  Effective February 2002, the Company restructured its payment terms with Lonati S.p.A., its largest supplier, on
current trade obligations amounting to $5.2 million, less $1.0 million owed to the Company.  The net balance of $4.2 million
is payable over a 24-month period commencing March 1, 2004.  The restructured terms also include an interest charge at 6% per
annum, payable quarterly commencing September 2002.  The agreement also provides the Company through February 2006 with
exclusive distribution rights for Lonati’s product line and the ability to purchase in U.S. dollars.  At September 28,
2002, the Company was in compliance with all of its covenants related to the Lonati agreement.

In fiscal 2002, the Company restructured a refundable customer deposit in the amount of
$1.2 million included in trade notes payable below, to a two-year period, payable monthly commencing January 31, 2002.  The
amount of this obligation bears no interest.

Long-term debt consists of:

> September 28, 2002
> June 29, 2002Total
> TotalRevolving Credit Facility .................................
> $
> 5,500,000
> $
> 5,000,000Trade notes payable..........................................
> 
> 5,677,000
> 
> 6,109,000Total.....................................................................
> 
> 11,177,000
> 
> 11,109,000Current maturities..............................................
> 
> (6,740,000)
> 
> (6,565,000)$
> 4,437,000
> $
> 4,544,000

Page 10

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Note 8.         Segment Information

The Company operates primarily in two segments of business, textile equipment
(“textile”) and laundry equipment and services (“laundry”).  Prior to the acquisition of Wink Davis on
August 1, 1997, the Company operated only in the textile segment.  Corporate operations include general corporate expenses,
amortization of debt issuance costs, interest expense related to the Company’s credit facility and elimination of
intersegment balances.  The table below summarizes financial data by segment.

> Segment Information
> Three Months
> Total Textile
> Total LaundryEnded March
> Segment
> Segment
> Corporate
> TotalNet Sales
> 2002
> $
> 8,487,000
> 
> 8,341,000
> 
> -
> $
> 16,828,0002001
> $
> 6,867,000
> 
> 5,310,000
> 
> -
> $
> 12,177,000Earnings (Loss) before Interest
>        &Taxes
> 2002
> $
> 237,000
> 
> 252,000
> 
> (263,000)
> $
> 226,0002001
> $
> (654,000)
> 
> (579,000)
> 
> (388,000)
> $
> (1,621,000)Capital Expenditures
> 2002
> $
> 6,000
> 
> -
> 
> -
> $
> 6,0002001
> $
> 7,000
> 
> 2,000
> 
> -
> $
> 9,000Depreciation and Amortization
> 2002
> $
> 156,000
> 
> 8,000
> 
> -
> $
> 164,0002001
> $
> 195,000
> 
> 21,000
> 
> 61,000
> $
> 277,000Interest Expense
> 2002
> $
> 171,000
> 
> 1,000
> 
> 228,000
> $
> 400,0002001
> $
> 265,000
> 
> 1,000
> 
> 290,000
> $
> 556,000Total AssetsSeptember 28, 2002 (unaudited)
> $
> 29,240,000
> $
> 10,111,000
> $
> 134,000
> $
> 39,485,000June 29, 2002
> $
> 30,258,000
> $
> 9,789,000
> $
> -
> $
> 40,047,000



Page 11

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS



NOTE REGARDING PRIVATE SECURITIES LITIGATION REFORM ACT

This report contains forward-looking statements that have been made pursuant to the
provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are based on current
expectations, estimates, and projections about Speizman's industry, management beliefs, and certain assumptions made by Speizman's
management.  Words such as "anticipates," "expects," "intends," "plans," "believes,” "seeks," "estimates," variations of
such words, and similar expressions are intended to identify such forward-looking statements.  These statements are not
guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict;
therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. 
Such risks and uncertainties include those set forth herein under the caption "Other Risk Factors.”  Unless required by
law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise.  However, readers should carefully review the risk factors set forth in other
reports and documents that the Company files from time to time with the Securities and Exchange Commission.

GENERAL

Speizman Industries, Inc. is a major distributor of specialized industrial machinery,
parts and equipment.  The Company operates primarily in two segments, textile equipment (“textile segment”) and
laundry equipment and services (“laundry segment”).  In the textile segment, the Company distributes sock-knitting
machines, other knitting equipment, automated boarding, finishing and packaging equipment used in the sock industry, and related
parts.  In the laundry segment, the Company sells commercial and industrial laundry equipment, including the distribution of
machines and parts as well as providing installation and after sales service.  The Company refers to its operations in the
textile segment as Speizman Industries, and the laundry segment as Wink Davis Equipment Co., Inc. (“Wink
Davis”).

RESULTS OF OPERATIONS

Revenues increased by 38.2% to $16.8 million first quarter 2003 from $12.2 million in
first quarter 2002.  Revenues for the textile division increased by $1.6 million to $8.5 million in the first quarter from
$6.9 million in the 2002 period.  Revenues for the laundry division increased from $5.3 million in the first quarter of 2002
to $8.3 million in the first quarter of 2003.   The increase in revenues reflects a 94.5% increase in new machinery sales
in the laundry division and a 25.9% increase in new machinery sales in the textile division (primarily closed toe machines). 
The Company shipped 200 closed toe machines during the first quarter of 2003 compared to 70 machines in 2002.  Shipments of
new machines in the first quarter of 2002 were negatively impacted by the events of September 11.

First quarter gross profit increased from $1.5 million in 2002 to $2.6 million in
2003.  As a percentage of revenues, gross profit increased from 12.3% to 15.5%.  Gross margin increased in the textile
division from 16.0% in 2002 to 18.1% in 2003.  The increase is primarily due to a reduction of approximately $203,000 in
salaries included in cost of sales, $200,000 in other operating income associated with the forfeiture of a customer deposit, and
$285,000 in other operating income related to the settlement of a dispute with one of the Company’s customers. Gross margins
increased in the laundry division from 7.5% in 2002 to 12.9% in 2003.   This increase reflects a net improvement in gross
margin for laundry services of $267,000 over the prior year first quarter and was partially offset by reduced margins in new
equipment sales for larger projects.  Margins on larger

Page 12

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projects are typically lower due to increased competition for those
projects.  In the first quarter of 2003, the laundry services group had a positive gross margin of $127,000 compared to a
negative gross margin of $140,000 in 2002.  The improved services gross margin reflects a 10.3% increase in service revenues
and 27.2% decrease in service related expenses.

Selling expenses decreased 33.3% to $1.0 million in first quarter 2003 from $1.5 million
in the same period last year.  As a percentage of sales, selling expenses decreased from 12.4% in the first quarter of 2002 to
6.0% in 2003.  The decrease reflects changes in the textile division’s sales compensation plan in the second quarter of
fiscal 2002 that reduced the fixed component of the salesmen’s compensation.

General and administrative expenses decreased from $1.6 million (13.1% of sales) in 2002
to $1.4 million (8.2% of sales) in 2003.  The reduction reflects management’s continued emphasis on cost control,
primarily in payroll and travel related expenses.  As a percentage of revenues, the reduction also reflects the increase in
revenues noted above.

The reduction in net interest expense from $556,000 in 2002 to $400,000 in 2003 is due to
a $60,000 reduction in interest on the Company’s capital lease obligation for its primary facility as a result of an
amendment to the lease in January 2002.   The remaining decrease of $96,000 is primarily due to lower average borrowings
on the Company’s revolving line of credit compared with the same period last year.

Benefit for income tax in the current quarter was $47,000 or 27% of the current pre-tax
loss.  This compared to a benefit of $750,000 for income tax for the same period last year or 34% of the pre-tax loss. 
The difference between the effective tax rates and the statutory tax rates are due to non-deductible expenses for tax purposes such
as meal and entertainment expenses.

Net loss for the quarter ended September 28, 2002 was $127,000, or $0.04 per basic and
diluted share, compared to a net loss of $1.4 million or $0.44 per basic and diluted share for the quarter ended September 29,
2001.

LIQUIDITY AND CAPITAL RESOURCES

Over the past three fiscal periods, the Company satisfied its cash requirements from
operations, borrowings under credit facility arrangements, and by negotiating extended terms of trade debt.  The Company has a
revolving credit facility with SouthTrust Bank, N.A.  The agreement with SouthTrust as amended on July 31, 2002, expires on
December 31, 2002 and provides a revolving line of credit up to $13.0 million and an additional line of credit for issuance of
Documentary Letters of Credit up to $6.0 million.  The availability under the combined lines of credit is limited by the
percentage of accounts receivable and inventory advance rates determined from time to time by SouthTrust.  As of November 6,
2002, the Company’s revolving line of credit was $7.9 million and the usage for documentary letters of credit was $3.9
million.  The unused amount available to the Company as determined by the Bank was $2.5 million.  Amounts outstanding
under the line of credit for direct borrowings bear interest based upon two components:  London Interbank Offered Rate (LIBOR)
plus the applicable margin (1.5% to 2.5%) for a short term fixed period and prime plus the applicable margin (0% to 1.25%) for the
non-fixed period.  The rates vary based upon the Company’s funded debt as defined in the loan
agreement.    In connection with the SouthTrust facility, the Company granted a security interest in all assets of
the Company.

Working capital at September 28, 2002 was $8.6 million, a decrease of $400,000 from $9.0
million at June 29, 2002.  The working capital ratio at September 28, 2002 was 1.46 compared with 1.47 at June 29, 2002. 
Net cash used by operating activities was $1.0 million for the three months ended September 28, 2002 compared with $682,000 used by
operating activities during the same period in 2002.  Net cash used by operating activities in 2002 was primarily due to a net
increase in accounts receivable of $1.4 million

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coupled with a decrease in accounts payable of $445,000 and was offset by
reductions of inventory of $1.8 million.  The Company typically experiences a net use of cash from operations in its first
fiscal quarter as its largest textile equipment vendor, Lonati, closes its plants for the month of August resulting in lower
equipment sales in August and thus lower cash collections in September.

Cash used in investing activities were $6,000 and related to capital expenditures for
office equipment.

The increase of $1.4 million in accounts receivable during the first quarter of fiscal
2003 primarily resulted from the greater than average shipment of textile equipment in September and relates to Lonati plant
closings noted above.

The reduction in inventory of $1.8 million was primarily due to sales of textile equipment
held for resale.

Prepaid expenses and other current assets increased $554,000 during the first quarter of
fiscal 2003.  The increase is primarily due to the payment of property and liability insurance premiums of $296,000 that are
recorded as a prepaid asset and amortized over the year.

The Company’s credit facility with SouthTrust matures December 31, 2002.  The
Company currently does not have the financial resources to repay this debt when it becomes due and will therefore need to refinance
this debt prior to maturity.  There is no assurance that the Company will be able to refinance this debt with another lender
on a timely basis, on commercially reasonable terms, or at all.  Additionally, the textile industry has continued to
experience tightened lending practices from traditional financial institutions which may further hinder Speizman’s ability to
refinance this debt, especially in light of Speizman’s recent financial losses.  If Speizman is unable to refinance this
debt or obtain needed additional capital, it would be required to significantly reduce its operations, dispose of assets and/or
sell additional securities on terms that could be dilutive to current stockholders. 
However, there is no assurance that
additional financing will be available when needed or desired on terms favorable to the Company or at all.

Critical Accounting Policies

The Company’s discussion and analysis of its financial
condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The preparation of these financial statements requires
management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. Management bases its estimates and judgments on historical experience and
on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.  Management believes the following critical accounting
policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial
statements.

Impairment of Goodwill

In assessing the value of the Company’s goodwill,
management must make assumptions regarding estimated future cash flows and other factors to determine the carrying amount of the
assets.  If these estimates or their related assumptions change in the future, the Company may be required to record
impairment charges for these assets.  Effective July 1, 2001, the Company adopted Statement of Financial Standards No. 142,
"Goodwill and Other Intangible Assets" and is now required to analyze goodwill for impairment issues on an annual
basis.

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Inventory and Bad Debt Reserves

In assessing the value of the Company’s accounts receivable
and inventory, management must make assumptions regarding the collectibility of accounts receivable and the market value of the
Company’s inventory.  In the case of accounts receivable, the Company considers the current and future financial
condition of its customers and judgmentally determines the reserve required.  In the case of inventory, the Company considers
recent sales of similar products, trends in the industry and other factors when establishing an inventory
reserve.

Deferred Tax Assets

The Company has recorded a deferred tax benefit associated with
its net operating losses and other timing differences associated with tax regulations and generally accepted accounting principles,
because management believes these assets will be recoverable by offsetting future taxable income.  If the Company does not
return to profitability, or if the loss carryforwards cannot be utilized within federal statutory deadlines (currently 20 years),
the asset may be impaired.  During fiscal 2002, the Company reduced its deferred tax asset by $200,000 in light of these
uncertainties.

OUTLOOK

Fiscal 2003 Equipment Bookings – The Company experienced a decline in equipment
bookings in the textile division during the first three months of fiscal 2003.  Consistent with the cost saving initiatives
that began in fiscal year 2001, the Company continues to look for ways to reduce its expenses to help mitigate the adverse effects
from the decline in textile equipment bookings.

Hosiery Equipment – Shipments of the new generation closed toe sock knitting machine
produced by Lonati, S.p.A. of Brescia, Italy, the world’s largest manufacturer of hosiery knitting machines, began in
mid-March 2001.  The new generation closed toe machines have been commercially accepted and the Company anticipates they could
gradually replace most of the conventional athletic sock machines in the United States and Canada over the next four to six
years.

Knitted Fabric Equipment – Although the Company experienced an increase in demand in
the first quarter of fiscal 2003, the overall market demand for seamless actionwear machines has decreased significantly since its
peak two years ago.  The Company does not feel that this is the end of the demand for seamless type garments.  However,
it now appears that only the large, well-capitalized underwear and lingerie firms who have significant resources with brand names
and direct relationships with major retail outlets will have the ability to purchase significant quantities of additional seamless
garment machines.

Wink Davis – The Company, through Wink Davis, maintains a strong presence in the
United States industrial laundry segment through its sale of new equipment, parts and services.  Due to the combination of the
slowing economy and the effects of September 11, the demand for on premise laundry equipment has declined significantly in the past
12 – 15 months.  However, in the first quarter of 2003, demand has increased slightly as the hospitality industry began
to see a slight pickup in activity.  Proposals for larger installation projects continue to remain active; however, if
successful, margins will continue to be slightly lower as a result of increased competition in a relatively tight
market.

Other Areas of Development – The Company continually explores opportunities for
additional growth including new relationships with manufacturers that have competitive product offerings in its existing market
channels.  The Company has begun several initiatives geared toward increasing parts sales and service revenues in both textile
and laundry divisions.

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EMPLOYEES

As of September 28, 2002, the Company had 117 full-time domestic employees.  The
Company’s employees are not represented by a labor union, and the Company has never suffered an interruption of business as a
result of a labor dispute.  The Company considers its relations with its employees to be good.

BACKLOG

As of November 1, 2002, the Company’s backlog of unfilled equipment orders was
approximately $8.8 million.  The period of time required to fill orders varies depending on the model ordered,
manufacturers’ production capabilities, and availability of overseas shippers.  The Company typically fills its backlog
within 12 months; however, orders constituting the current backlog are subject to customer cancellation, changes in delivery and
machine performance.  As a result, the Company’s backlog may not necessarily be indicative of future revenue and will
not necessarily lead to revenues in any future period.  Any cancellation, delay or change in orders which constitute our
current or future backlog may result in lower than expected revenues.

SEASONALITY AND OTHER FACTORS

There are certain seasonal factors that may affect the Company’s business. 
Traditionally, manufacturing businesses in Italy close for the month of August, and the Company’s hosiery customers close for
one week in July.  Consequently, no shipments or deliveries, as the case may be, of machines distributed by the Company that
are manufactured in Italy are made during these periods which fall in the Company’s first quarter.  In addition,
manufacturing businesses in Italy generally close for two weeks in December, during the Company’s second quarter. 
Fluctuations of customer orders or other factors may result in quarterly variations in net revenues from year to year.

EFFECTS OF INFLATION AND CHANGING PRICES

Management believes that inflation has not had a material effect on the Company’s
operations.

OTHER RISK FACTORS

Risks Related to Speizman’s Bank Debt

As of November 14, 2002, Speizman had $8.1 million in borrowings under its line of credit
facility with a commercial bank.  The scheduled maturity date for this facility is December 31, 2002.  The Company
currently does not have the financial resources to repay this debt when it becomes due and will therefore need to refinance this
debt prior to the maturity date.  There is no assurance that the Company will be able to refinance this debt with another
lender on a timely basis, on commercially reasonable terms, or at all.  Additionally, the textile industry has continued to
experience tightened lending practices from traditional financial institutions which may further hinder Speizman’s ability to
refinance this debt, especially in light of Speizman’s recent financial losses.  If Speizman is unable to refinance this
debt or obtain needed additional capital, it would be required to significantly reduce its operations, dispose of assets and/or
sell additional securities on terms that could be dilutive to current stockholders.

Risks Related to Lonati Agreement

In May 2002, the Company and Lonati S.p.A. entered into an agreement, effective February
2002, providing for the amendment of their agreement under which Speizman distributes Lonati sock-knitting machines in the United
States and Canada, and Lonati’s forbearance and payment restructuring with respect to $4.2

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million of trade debt owed by
Speizman to Lonati.  This amendment and forbearance agreement provides that the following events, among others, will
constitute an event of default under Speizman’s distribution agreement with Lonati, as amended:

> failure to pay any amounts owed Lonati when due, which failure continues for 10 days
> after written notice;an event of default occurring under Speizman’s existing credit facility with
> SouthTrust; orfailure to refinance its existing credit facility at maturity for a new term extending
> beyond July 31, 2003.

Upon the occurrence of an event of default, Lonati can terminate its distribution
agreement with Speizman and can declare all amounts then due Lonati payable in full.

The Lonati and Santoni agreements allows Lonati to make sales directly to customers
located in the Company’s distribution territories and pay the Company a commission as determined on a case by case
basis.  If direct sales to customers became material, it would have an adverse effect on the Company’s profits since the
commissions received by Speizman are typically less than the profits generated by equipment sales.

Risks Related to Wink Davis Contracts

The Company’s distributor agreements with Pellerin Milnor and Chicago Dryer are
renewed on an annual basis.  If the Company lost the distribution rights to either of these product lines, it would have a
material adverse impact on the revenues of the Company.

Speizman’s Ability to Return to Profitability

Due principally to a decline in sales, the Company incurred a net loss of $5.3 million in
fiscal 2002.  In addition, Speizman incurred a net loss of $5.9 million in fiscal 2001 due principally to losses associated
with foreign currency derivatives.  For the year ended June 29, 2002, the Company generated cash from operating activities of
$7.0 million.  For the three months ended September 28, 2002, the Company used cash from operating activities of $1.0
million.  Although the Company reduced its net loss from $1.4 million in the first quarter of fiscal 2001 to $127,000 in the
first quarter of fiscal 2002, Speizman will need to generate continued increases in its revenues to return to profitability and in
order to generate cash from operating activities.

Speizman’s Large Amount of Debt Could Negatively Impact its Business and its
Stockholders

Principally as a result of losses funded over the past two fiscal years, the Company is
burdened with a large amount of debt.  Speizman’s large amount of debt could negatively impact its stockholders in many
ways, including:

> reducing funds available to support its business operations and for other corporate
> purposes because portions of cash flow from operations must be dedicated to the payment of its existing debt;impairing its ability to obtain additional financing for working capital, capital
> expenditures, acquisitions or general corporate purposes;increasing vulnerability to increases in interest rates;

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> hindering its ability to adjust rapidly to changing market conditions; andmaking it more vulnerable to a further downturn in general economic conditions or in its
> business.

Relationship with Foreign Suppliers

The majority of Speizman Industries’ suppliers for textile parts and textile
equipment are based in foreign countries primarily concentrated in Italy.  There can be no assurance that Speizman will not
encounter significant difficulties in any attempt to enforce any provisions of the agreements with foreign manufacturers, or any
agreement that may arise in connection with the placement and confirmation of orders for the machines manufactured by foreign
manufacturers or obtain an adequate remedy for a breach of any such provision, due principally that they are foreign
companies.

Dependence on Lonati

The Company's operations are substantially dependent on the net revenues generated from
the sale of sock knitting and other machines manufactured by both Lonati S.p.A. and Santoni, S.p.A., Brescia, Italy, one of
Lonati's subsidiaries, and the Company expects this dependence to continue. Sales of sock knitting and other machines manufactured
by Lonati and Santoni generated an aggregate of approximately 31.9% and 30.4% of the Company's net revenues in fiscal 2002 and
fiscal 2001, respectively.  The Company amended its agreement with Lonati for the sale of its machines effective February 2002
to be the exclusive agent through February 2006.  The Company has acted as the United States sales agent and distributor for
certain machines manufactured by Lonati continuously since 1982.  The cost to the Company of Lonati machines, as well as the
delivery schedule of these machines, are at the discretion of Lonati.  Management believes that the Company’s
relationship with Lonati will continue to be strong as long as the Company generates substantial sales of Lonati machines; however,
there can be no assurance that the Company will be able to do so or that the Company's relationship with Lonati will continue or
will continue on its present terms.  Any decision by Lonati to sell machines through another distributor or directly to
purchasers would have a material adverse effect on the Company.

Machine Performance and Delayed Deliveries

During fiscal 2000 and the early part of fiscal year 2001, the Company experienced issues
with machine performance and delays from Lonati in shipments of closed toe knitting machines and Santoni undergarment knitting
machines.  The Company experienced material cancellations or postponements of orders due to these delays and performance
issues.  There can be no assurance that delayed deliveries in the future or issues with machine performance on newer
technology will not result in the loss or cancellation of significant orders.  The Company also cannot predict situations in
Italy such as potential employee strikes or political developments which could further delay deliveries or have other adverse
effects on the business of Lonati and the other Italian manufacturers represented by the Company.

Foreign Currency Risk

Historically, Speizman Industries’ purchases of foreign manufactured machinery and
spare parts for resale were denominated in Italian lira or Euro dollars.  For purchases of machines that were denominated in
Italian lira or Euro dollars, Speizman generally purchased foreign currency hedging contracts to compensate for anticipated dollar
fluctuations; however, during fiscal year 2001, the Company experienced adverse effects utilizing lira hedging contracts for orders
that were postponed or delayed.  Prior to fiscal year 2001 and for approximately 30 years, the Company did not experience any
adverse effect from utilizing lira-

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hedging contracts.  During fiscal year 2001, and in light of newer technology that was
being delivered by Lonati represented by its newer version closed toe single cylinder sock knitting machine, and with previous
experiences of delays associated with the development of its previous generation closed toe machine, the Company arranged with
Lonati and its affiliates to purchase its products for resale in U.S. dollars.  Speizman’s arrangement to buy in U.S.
dollars with Lonati contractually ends in February 2006.  As of September 28, 2002, the Company had contracts to purchase
approximately 232,000 Euro for approximately $230,000 for which the market value at September 28, 2002 was approximately
$228,000.  In the future, for purchases of machines that are supplied by other manufacturers that are denominated in Euro
dollars, Speizman Industries feels its current practices enable the Company to adjust sales prices, or to commit to Euro dollar
hedging contracts that effectively compensate for anticipated dollar fluctuations.

Additionally, international currency fluctuations that result in substantial price level
changes could impede or promote import/export sales and substantially impact profits.  Speizman is not able to assess the
quantitative effect of such international price level changes could have upon Speizman Industries’ operations.  There
can be no assurance of fluctuations and foreign exchange rates will not have an adverse effect on Speizman Industries’ future
operations.  All of Speizman Industries’ export sales originating from the United States are made in U.S.
dollars.

Industry Conditions

The Company's business is subject to all the risks inherent in acting as a distributor
including competition from other distributors and other manufacturers of both textile and laundry equipment, as well as the
termination of profitable distributor-manufacturer relationships.

The Company's laundry equipment segment is subject to the risks associated with new
construction in the hospitality industry. Currently, there is a slowdown in construction of new hotels due to a general slowdown in
the U.S. economy and excess room availability.

The Textile Segment is subject to the risks associated with certain categories in the
textile industry, specifically, for socks, underwear, and actionwear garments.  The textile industry risks relating to socks,
underwear, and actionwear garments include the impact of style and consumer preference changes.  These factors may contribute
to fluctuations in the demand for the Company's sock knitting and packaging equipment and knitted fabric equipment products. 
There has been a slowdown in underwear and actionwear garments that commenced during the second half of fiscal 2001; however, the
Company has experienced a modest upturn in demand for its circular knitting machines used in the production of seamless
undergarments, action wear, and swimsuits in recent months.

Nasdaq Listing

The Company’s Common stock has been listed on the Nasdaq SmallCap Market since March
20, 2001 and was listed on the Nasdaq National Market System from October 1993 to March 19, 2001.  The Company’s
continued listing of its common stock on the Nasdaq SmallCap Market is subject to certain criteria which include a minimum bid of
$1.00 as well as maintaining a minimum market value of public float of $1.0 million.  Since January 2002, the Company’s
stock has been trading below $1.00.  On November 14, 2002, the closing per share bid price for the Company’s common
stock was $0.25.  The Company has been notified by Nasdaq that unless its common stock maintains a closing bid price of at
least $1.00 for a minimum period of 10 consecutive trading days by February 10, 2003, the Company’s common stock will be
delisted.  If the Company is delisted, its common stock might trade in the OTC – Bulletin Board, which is viewed by most
investors as a less desirable marketplace.  In such event, the market price of the common stock may be adversely impacted and
a stockholder may find it difficult to dispose, or obtain accurate quotations as to the market value, of the Company’s common
stock.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK

The Company is exposed to market risks, which include changes in U.S. and international
interest rates as well as changes in foreign currency exchange rates as measured against the U.S. dollar and each other.  The
Company attempts to reduce these risks by utilizing financial instruments, pursuant to Company policies.

The value of the U.S. dollar affects the Company’s financial results.  Changes
in exchange rates may positively or negatively affect the Company’s revenues (as expressed in U.S. dollars), cost of sales,
gross margins, operating expenses, and retained earnings.  Where the Company deems it prudent, it engages in hedging those
transactions aimed at limiting in part the impact of currency fluctuations.  The Company has historically entered into forward
exchange contracts to protect against currency exchange risks associated with the Company’s anticipated and firm commitments
of lira-denominated purchases for resale.

These hedging activities provide only limited protection against currency exchange
risks.  Factors that could impact the effectiveness of the Company’s programs include volatility of the currency
markets, and availability of hedging instruments.  All currency contracts that are entered into by the Company are components
of hedging programs and are entered into for the sole purpose of hedging an existing or anticipated currency exposure, not for
speculation.  Although the Company maintains these programs to reduce the impact of changes in currency exchange rates, when
the U.S. dollar sustains a strengthening position against the Euro in which the Company has anticipated purchase commitments, the
Company’s earnings could be adversely affected if future sale prices cannot be increased because of market pressures. As of
September 28, 2002, the Company had contracts to purchase approximately 232,000 Euro for approximately $230,000 for which the
market value at September 28, 2002 was approximately $228,000.

The Company is also subject to interest rate exposure on $5.5 million of debt outstanding
at September 29,  2002 that was priced at interest rates that float with the market.  The Company has an interest rate
swap to hedge adverse interest rate changes on a portion of this debt; specifically for borrowing levels of $5.0 million, interest
is fixed at 7.79%, exclusive of a margin for the bank at 250 basis points.  The swap expires June 2, 2003.

ITEM 4.  CONTROLS AND PROCEDURES

Within 90 days prior to the filing of this report, under the supervision and with the
participation of the Company’s management, including the Company’s chief executive and chief financial officers, an
evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-14(c) under the
Securities Exchange Act of 1934) was performed.  Based on this evaluation, such officers have concluded that the
Company’s disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely
manner to material information relating to the Company required to be included in this report and the Company’s other reports
that it files or submits under the Securities Exchange Act of 1934.  There were no significant changes in the Company’s
internal controls or in other factors that could significantly affect these controls subsequent to the date of their
evaluation.

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PART II.     OTHER INFORMATION



|Item 6.  Exhibits and reports on Form 8-K
|-----------------------------------------
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         





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SIGNATURES

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



|                         | SPEIZMAN INDUSTRIES, INC.      
|------------------------ | -------------------------------
|                         | (Registrant)                   
|                         |                                
|Date:  November 18, 2002 | /s/ Robert S.
Speizman         
|                         | By:  Robert S. Speizman        
|                         | Title:  President              
|                         |                                
|                         |                                
|Date:  November 18, 2002 | /s/Paul R.M. Demmink           
|                         | By:  Paul R.M. Demmink         
|                         | Title:  CFO/Secretary-Treasurer



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CERTIFICATIONS



I, Robert S. Speizman, Chairman of the Board and President (Principal Executive Officer) of Speizman Industries, Inc., certify
that:

1.  I have reviewed this quarterly report on Form 10-Q of Speizman Industries, Inc.

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

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

4.  The registrant’s other certifying 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 we have:

> a)        Designed such disclosure controls and
> procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
> to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
> 
> b)        Evaluated the effectiveness of the
> registrant’s disclosure control and procedures as of a date within 90 days prior to the filing date of this quarterly report
> (the “Evaluation Date”); and
> 
> c)        Presented in this quarterly report our
> conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
> Date;

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

> a)     All significant deficiencies in the design or operation of
> internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial
> data and have identified for the registrant's auditors any material weaknesses in internal controls; and
> 
> b)    Any fraud, whether or not material, that involves management or other
> employees who have a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this quarterly 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:  November 18, 2002



| | /s/Robert S. SpeizmanRobert S. Speizman
Chairman of the Board and President
| | ---------------------------------------------------------------------------





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I, Paul R.M. Demmink, Vice President-Finance, CFO, Secretary and Treasurer (Principal Financial Officer), of Speizman
Industries, Inc., certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Speizman Industries, Inc.

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

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

4.  The registrant’s other certifying 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 we have:

> a)        Designed such disclosure controls and
> procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
> to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
> 
> b)        Evaluated the effectiveness of the
> registrant’s disclosure control and procedures as of a date within 90 days prior to the filing date of this quarterly report
> (the “Evaluation Date”); and
> 
> c)        Presented in this quarterly report our
> conclusions  about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
> Date;

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

> a)     All significant deficiencies in the design or operation of
> internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial
> data and have identified for the registrant's auditors any material weaknesses in internal controls; and
> 
> b)    Any fraud, whether or not material, that involves management or other
> employees who have a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this quarterly 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:  November 18, 2002



| | /s/ Paul R.M. DemminkPaul R.M. Demmink
Vice President-Finance, CFO, Secretary and
Treasurer
| | -------------------------------------------------------------------------------------------



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