SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


      Quarterly Report Under Section 13 or 15(d) of the
   X  Securities Exchange Act of 1934
  ----

  For the quarter ended March 31, 2003


      Transition Report Pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934
  ----

  For the transition period from               to
                                 -------------    ------------------

  Commission File Number  1-5893
                        -----------

                                MOVIE STAR, INC.
  --------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            New York                      13-5651322
  --------------------------------------------------------------------------
  (State or other jurisdiction of      (I.R.S. Employer
  incorporation or organization)       Identification Number)

         1115 Broadway, New York, N.Y.         10010
  --------------------------------------------------------------------------
  (Address of principal executive offices)   (Zip Code)

                                 (212) 684-3400
  --------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


  --------------------------------------------------------------------------
              (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 (or for such shorter period that
  the Registrant was required to file such reports), and (2) has been
  subject to such filing requirements for the past 90 days.

                     Yes  X         No
                        -----         -----

  Indicate by check mark whether the Registrant is an accelerated filer (as
  defined in Rule 12b-2 of the Exchange Act).

                     Yes            No  X
                        -----         -----

  The number of common shares outstanding on April 30, 2003 was 15,084,975.


<PAGE>


                                MOVIE STAR, INC.
                           FORM 10-Q QUARTERLY REPORT
                                      INDEX




                                                                          Page
PART I.   Financial Information

       Item 1.    Financial Statements

           Consolidated Condensed Balance Sheets at March 31, 2003
           (unaudited), June 30, 2002 and March 31, 2002 (unaudited)        3

           Consolidated Condensed Statements of Income (unaudited) for
           the Three and Nine Months Ended March 31, 2003 and 2002          4

           Consolidated Statements of Cash Flows (unaudited) for the
           Nine Months Ended March 31, 2003 and 2002                      5 - 6

           Notes to Consolidated Condensed Unaudited
           Financial Statements                                          7 - 12

       Item 2.     Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                  13 - 17

       Item 3.     Quantitative and Qualitative Disclosures About
                   Market Risk                                          17 - 18

       Item 4.     Controls and Procedures                                 18


PART II.  Other Information

       Item 6.     Exhibits and Reports on Form 8-K                        20

Signatures                                                                 20

Certifications


                                       2



<PAGE>


PART  I.   FINANCIAL INFORMATION

     Item 1.  Financial Statements

                                MOVIE STAR, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                    (In Thousands, Except Share Information)

<TABLE>
<CAPTION>

                                                                                March 31,         June 30,       March 31,
                                                                                   2003             2002*          2002
                                                                              ------------      ------------    -----------
                                                                              (Unaudited)                       (Unaudited)
<S>                                                                           <C>               <C>             <C>
                                     Assets

Current Assets
 Cash                                                                         $       160       $        215    $       258
 Receivables, net                                                                  11,421              7,001          8,035
 Inventory                                                                         11,075              8,797          7,911
 Deferred income taxes                                                                492              1,842          2,226
 Prepaid expenses and other current assets                                            102                202             57
                                                                              -----------       ------------    -----------
        Total current assets                                                       23,250             18,057         18,487

Property, plant and equipment, net                                                  1,216              1,350          1,321
Deferred income taxes                                                               2,662              2,662          2,660
Other assets                                                                          354                337            329
                                                                              -----------       ------------    -----------

        Total assets                                                          $    27,482       $     22,406    $    22,797
                                                                              ===========       ============    ===========

                      Liabilities and Shareholders' Equity

Current Liabilities
 Note payable                                                                 $     6,604       $      4,129    $     5,107
 Current maturity of long-term liabilities                                             37                 40             32
 Accounts payable and accrued expenses                                              4,536              4,359          3,458
                                                                              -----------       ------------    -----------
         Total current liabilities                                                 11,177              8,528          8,597
                                                                              -----------       ------------    -----------


Long-term liabilities                                                                 299                254            247
                                                                              -----------       ------------    -----------

Commitments and Contingencies                                                           -                  -              -

Shareholders' equity
 Common stock, $.01 par value - authorized 30,000,000 shares;
   issued 17,102,000 shares in March 2003, June 2002 and March 2002                   171                171            171
 Additional paid-in capital                                                         4,147              4,147          4,147
 Retained earnings                                                                 15,306             12,924         13,253
                                                                              -----------       ------------    -----------
                                                                                   19,624             17,242         17,571

 Less: Treasury stock, at cost - 2,017,000 shares                                   3,618              3,618          3,618
                                                                              -----------       ------------    -----------

         Total shareholders' equity                                                16,006             13,624         13,953
                                                                              -----------       ------------    -----------

Total liabilities and shareholders' equity                                    $    27,482       $     22,406    $    22,797
                                                                              ===========       ============    ===========
</TABLE>

* Derived from audited financial statements.

See notes to consolidated condensed unaudited financial statements.

                                       3
<PAGE>


                                MOVIE STAR, INC.
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                    (In Thousands, Except Per Share Amounts)


<TABLE>
<CAPTION>



                                                                         Three Months Ended            Nine Months Ended
                                                                             March 31,                      March 31,
                                                                     -------------------------      -------------------------
                                                                          2003         2002             2003          2002
                                                                     -----------    ----------      -----------    ----------
<S>                                                                  <C>            <C>             <C>            <C>
Net sales                                                            $    16,934    $   13,528      $    49,403    $   43,649
Cost of sales                                                             11,317         9,747           33,837        31,257
                                                                     -----------    ----------      -----------    ----------
  Gross profit                                                             5,617         3,781           15,566        12,392

Selling, general and administrative expenses                               3,950         3,365           11,312        10,390
                                                                     -----------    ----------      -----------    ----------

  Operating income from continuing operations                              1,667           416            4,254         2,002

Interest income                                                               (1)            -               (3)           (2)
Interest expense                                                              66           115              287           616
                                                                     -----------    ----------      -----------    ----------

  Income from continuing operations before income taxes                    1,602           301            3,970         1,388
Income taxes                                                                 641           121            1,588           555
                                                                     -----------    ----------      -----------    ----------

  Income from continuing operations                                          961           180            2,382           833

  Income from discontinued operations, net of income taxes                     -             -                -            43
                                                                     -----------    ----------      -----------    ----------

  Net income                                                         $       961    $      180      $     2,382    $      876
                                                                     ===========    ==========      ===========    ==========

  BASIC NET INCOME  PER SHARE
    From continuing operations                                       $       .06    $      .01      $       .16    $      .06
    From discontinued operations                                               -             -                -             -
                                                                     -----------    ----------      -----------    ----------
    Net income per share                                             $       .06    $      .01      $       .16    $      .06
                                                                     ===========    ==========      ===========    ==========

  DILUTED NET INCOME PER SHARE
    From continuing operations                                       $       .06    $      .01      $       .16    $      .06
    From discontinued operations                                               -             -                -             -
                                                                     -----------    ----------      -----------    ----------
    Net income per share                                             $       .06    $      .01      $       .16    $      .06
                                                                     ===========    ==========      ===========    ==========

Basic weighted average number of shares outstanding                       15,085        15,085           15,085        15,085
                                                                     ===========    ==========      ===========    ==========
Diluted weighted average number of shares outstanding                     15,476        15,087           15,217        15,118
                                                                     ===========    ==========      ===========    ==========
</TABLE>


See notes to consolidated condensed unaudited financial statements.

                                       4



<PAGE>


                                MOVIE STAR, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                                                 Nine Months Ended
                                                                                                      March 31,
                                                                                       ----------------------------------------
                                                                                             2003                     2002
                                                                                       ----------------          --------------
<S>                                                                                    <C>                       <C>
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
 Net income                                                                            $          2,382          $          876
    Adjustments to reconcile net income to net cash (used in) provided by
      continuing operating activities:
    Depreciation and amortization                                                                   313                     288
    Provision for allowance for doubtful accounts and sales discount                                385                      (9)
    Deferred income taxes                                                                         1,350                      29
    Deferred lease liability                                                                         82                      82
    Loss on disposal of fixed assets                                                                 18                       -
    Gain on discontinued operations                                                                   -                     (43)
 (Increase) decrease in operating assets:
    Receivables                                                                                  (4,805)                   (167)
    Inventory                                                                                    (2,278)                  4,036
    Prepaid expenses and other current assets                                                       100                     261
    Other assets                                                                                    (41)                    (56)
  Decrease (increase) in operating liabilities:
    Accounts payable and accrued expenses                                                           170                    (748)
                                                                                       ----------------          --------------

    Net cash (used in) provided by continuing operating activities                               (2,324)                  4,549
                                                                                       ----------------          --------------

 CASH FLOWS FROM CONTINUING INVESTING ACTIVITIES:
  Purchases of equipment                                                                           (173)                   (119)
  Proceeds from sale of property                                                                      -                     729
                                                                                       ----------------          --------------

      Net cash (used in) provided by continuing investing activities                               (173)                    610
                                                                                       ----------------          --------------

 CASH FLOWS FROM CONTINUING FINANCING ACTIVITIES:
 Repayments of long-term debt and capital lease obligations                                         (33)                 (6,525)
 Proceeds from revolving line of credit, net                                                      2,475                   1,373
                                                                                       ----------------          --------------

      Net cash provided by (used in) continuing financing activities                              2,442                  (5,152)
                                                                                       ----------------          --------------

     Cash used by discontinued operations                                                             -                     (10)
                                                                                       ----------------          --------------

 NET DECREASE IN CASH                                                                               (55)                     (3)
 CASH, beginning of period                                                                          215                     261
                                                                                       ----------------          --------------

 CASH, end of period                                                                   $            160          $          258
                                                                                       ================          ==============

                                                                                                               (Cont'd)
</TABLE>

                                       5
<PAGE>


                                MOVIE STAR, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In Thousands)


<TABLE>
<CAPTION>

                                                                                                 Nine Months Ended
                                                                                                      March 31,
                                                                                       ----------------------------------------
                                                                                             2003                     2002
                                                                                       ----------------          --------------
<S>                                                                                    <C>                       <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during period for:
     Interest                                                                          $            295          $          791
                                                                                       ================          ==============

     Income taxes (net of refunds received)                                            $             43          $           19
                                                                                       ================          ==============


SUPPLEMENTAL DISCLOSURES OF NONCASH
  FINANCING ACTIVITIES:
  Conversion of long-term debt for common stock                                        $              -          $          (56)
  Issuance of common stock                                                                            -                      56
                                                                                       ----------------          --------------
                                                                                       $              -          $            -
                                                                                       ================          ==============

                                                                                                                   (Concluded)
</TABLE>









See notes to consolidated condensed unaudited financial statements.

                                       6
<PAGE>



                                MOVIE STAR, INC.
         NOTES TO CONSOLIDATED CONDENSED UNAUDITED FINANCIAL STATEMENTS


1.   Interim Financial Statements

     In the opinion of the  Company,  the  accompanying  consolidated  condensed
     unaudited  financial  statements  contain all  adjustments  (consisting  of
     normal  recurring  accruals)  necessary  to present  fairly  the  financial
     position as of March 31, 2003 and the results of operations for the interim
     periods  presented  and cash flows for the nine months ended March 31, 2003
     and 2002, respectively.

     The consolidated  condensed financial statements and notes are presented as
     required by Form 10-Q and do not contain  certain  information  included in
     the Company's year-end consolidated financial statements. The June 30, 2002
     consolidated condensed balance sheet was derived from the Company's audited
     financial  statements.  The  results of  operations  for the three and nine
     months ended March 31, 2003 are not  necessarily  indicative of the results
     to be  expected  for the  full  year.  This  Form  10-Q  should  be read in
     conjunction with the Company's  consolidated financial statements and notes
     included in the 2002 Annual Report on Form 10-K.

     Reclassification  - Certain items in the prior year in specific captions of
     the accompanying  consolidated condensed unaudited financial statements and
     notes to consolidated  condensed unaudited  financial  statements have been
     reclassified for comparative purposes.

2.   Recently Issued Accounting Standards

     In April 2002, the Financial  Accounting  Standards  Board ("FASB")  issued
     Statement of Financial Accounting Standard ("SFAS") No. 145, "Rescission of
     FASB Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
     Technical  Corrections." This Statement rescinds the provisions of SFAS No.
     4  "Reporting  Gains  and  Losses  from  Extinguishment  of  Debt,"  and an
     amendment of that Statement,  SFAS No. 64, "Extinguishments of Debt Made to
     Satisfy  Sinking-Fund  Requirements." This Statement also rescinds SFAS No.
     44,  "Accounting for Intangible  Assets of Motor  Carriers." This Statement
     amends SFAS No. 13,  "Accounting for Leases," to eliminate an inconsistency
     between the required  accounting for  sale-leaseback  transactions  and the
     required  accounting  for certain  lease  modifications  that have economic
     effects that are similar to leaseback  transactions.  This  Statement  also
     amends  other  existing   authoritative   pronouncements  to  make  various
     technical  corrections,  clarify meanings,  or describe their applicability
     under  changed  conditions.  Rescissions  of SFAS No. 4 and SFAS No. 64 are
     effective for fiscal years  beginning  after May 15, 2002.  Rescissions for
     SFAS No. 13 are effective for transactions entered into after May 15, 2002.
     All other  provisions are effective for financial  statements  issued after
     May 15,  2002.  The adoption of SFAS No. 145 has not and is not expected to
     have a material impact on the Company's financial position.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
     Associated  with Exit or  Disposal  Activities."  This  Statement  requires
     companies to recognize costs  associated  with exit or disposal  activities
     when they are incurred  rather than at the date of commitment to an exit or
     disposal  plan.  Examples of costs  covered by the Standard  include  lease
     termination costs and certain employee  severance costs that are associated
     with a restructuring, discontinued operations, plant closing, or other exit

                                       7
<PAGE>

     or disposal activity.  SFAS No. 146 is to be applied  prospectively to exit
     or disposal  activities  initiated after December 31, 2002. The adoption of
     SFAS No. 146 has not and is not  expected to have a material  impact on the
     Company's financial position.

     In November  2002, the FASB issued FASB  Interpretation  No. 45 ("FIN 45"),
     "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
     Including  Indirect  Guarantees of Indebtedness of Others." FIN 45 requires
     certain guarantees to be recorded at fair value and requires a guarantor to
     make  significant new  disclosures,  even when the likelihood of making any
     payments  under the  guarantee  is  remote.  Generally,  FIN 45  applies to
     certain  types  of  financial  guarantees  that  contingently  require  the
     guarantor to make payments to the  guaranteed  party based on changes in an
     underlying that is related to an asset, liability, or an equity security of
     the  guaranteed  party.  The initial  recognition  and initial  measurement
     provisions of FIN 45 are  applicable  on a prospective  basis to guarantees
     issued or modified after December 31, 2002.  Disclosure  requirements under
     FIN 45 are  effective  for financial  statements  for periods  ending after
     December  15,  2002 and are  applicable  to all  guarantees  issued  by the
     guarantor subject to FIN 45's scope,  including  guarantees issued prior to
     FIN 45. We have evaluated the accounting  provisions of the interpretations
     and there was no material  impact on our  financial  condition,  results of
     operations or cash flows for the period ended March 31, 2003.  Accordingly,
     the Company has no guarantees as defined by FIN 45.

     In December 2002, the FASB issued SFAS No. 148  "Accounting for Stock-Based
     Compensation -- Transition and Disclosure"  which became effective in 2002.
     The standard  provides  alternative  methods of transition  for a voluntary
     change to the fair value  method of  accounting  for  stock-based  employee
     compensation.  In addition, SFAS No. 148 amends the disclosure requirements
     of SFAS No. 123 to require more prominent and more frequent  disclosures in
     financial statements about the effects of stock-based compensation. SFAS is
     effective for fiscal years ending after  December 31, 2002. The Company has
     not yet  determined  the effect of the  adoption of this  statement  on the
     Company's financial position or results of operations.  The Company adopted
     the disclosure provisions of SFAS 148, as of December 31, 2002.



3.   Inventory

     The inventory consists of the following (in thousands):


                                    March 31,      June 30,       March 31,
                                      2003           2002           2002
                                   ----------      --------       ---------

          Raw materials            $    2,256      $  1,499       $     890
          Work-in process                 531           640             514
          Finished goods                8,288         6,658           6,507
                                   ----------      --------       ---------
                                   $   11,075      $  8,797       $   7,911
                                   ==========      ========       =========


4.   Note Payable

     In June 2001, the Company  renegotiated  its revolving  credit  facility to
     provide  borrowings of up to $30,000,000  until its maturity date,  July 1,
     2004. Due to a recent amendment,  effective  November 7, 2002, the interest

                                       8
<PAGE>

     on  outstanding  borrowings is payable at the prime rate, but not less than
     4.25% per annum.  As of March 31,  2003,  the  Company  had  borrowings  of
     $6,604,000 outstanding under the credit facility and also had approximately
     $3,599,000 of outstanding letters of credit. Availability under the line of
     credit is subject to the  Company's  compliance  with  certain  agreed upon
     financial formulas.  Availability,  as of March 31, 2003, was approximately
     $7,300,000.  Under the terms of this  financing,  the Company has agreed to
     pledge substantially all of its assets, except the Company's real property.


5.   Long-Term Debt

     On September 4, 2001, the Company paid its 8% Senior Notes of $2,284,000 at
     maturity and its 12.875%  Subordinated  Debentures of $4,180,000  one-month
     early utilizing its three-year credit facility. Additionally, in July 2001,
     holders of $55,500 in principal  amount of the 8% Convertible  Senior Notes
     converted  their Notes into  approximately  148,000 shares of the Company's
     common stock.


6.   Commitments and Contingencies

     Employment  Agreement - In January 2003,  the Company and Mr.  Knigin,  the
     Company's CEO and  President,  finalized  their  negotiations  regarding an
     extension of Mr. Knigin's employment agreement, which was to expire on June
     30,  2004.  Under the terms of the  extended  agreement,  Mr.  Knigin is to
     receive total base  compensation  of $2,625,000  over the five-year term of
     the agreement, effective as of July 1, 2002 and continuing through June 30,
     2007. Mr. Knigin may also be entitled to certain severance  payments at the
     conclusion  of the term of his  agreement,  provided  the  Company  attains
     specified financial performance goals.

     On January 28, 2003, Mr. Knigin  voluntarily  surrendered and forfeited his
     options to purchase  1,000,000  shares of the Company's  common stock,  par
     value $.01 and  relinquished  any further  rights he may have had under the
     existing option agreements, which have now been terminated.


7.   Related Party

     As of January 1, 2003,  the  Company  and Mark M.  David,  Chairman  of the
     Board, have renegotiated Mr. David's consulting  agreement with the Company
     that was to expire on June 30, 2004.  The new agreement is with Mr. David's
     consulting  firm.  Under  the  terms  of the  new  agreement,  Mr.  David's
     consulting  firm will provide the  consulting  services of Mr. David to the
     Company and will receive annual  consulting  fees of $225,000  through June
     30, 2007.



                                       9


<PAGE>

8.   Net Income Per Share

     The Company's  calculation of Basic and Diluted Net Income Per Share are as
     follows (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                   Three Months Ended        Nine Months Ended
                                                                         March 31,               March 31,
                                                                  -------------------       -------------------
                                                                    2003        2002         2003         2002
                                                                  -------     -------       -------     -------
       <S>                                                        <C>         <C>           <C>         <C>
          BASIC:
       Income from continuing operations                             $961     $   180       $ 2,382     $   833
       Income from discontinued operations                              -           -             -          43
                                                                  -------     -------       -------     -------
       Net income                                                 $   961     $   180       $ 2,382     $   876
                                                                  =======     =======       =======     =======

       Basic weighted average number of shares outstanding         15,085      15,085        15,085      15,085
                                                                  =======     =======       =======     =======

       Basic net income per share:
         From continuing operations                               $   .06     $   .01       $   .16     $   .06
         From discontinued operations                                   -           -             -           -
                                                                  -------     -------       -------     -------
       Basic net income per share                                 $   .06     $   .01       $   .16     $   .06
                                                                  =======     =======       =======     =======



          DILUTED:
       Income from continuing operations                          $   961     $   180       $ 2,382     $   833
       Income from discontinued operations                              -           -             -          43
                                                                  -------     -------       -------     -------
       Adjusted net income                                        $   961     $   180       $ 2,382     $   876
                                                                  =======     =======       =======     =======

       Weighted average number of shares outstanding               15,085      15,085        15,085      15,085
       Plus: Shares issuable upon conversion of stock options         366           -           122          23
             Shares issuable upon conversion of warrants               25           2            10          10
                                                                  -------     -------       -------     -------
       Total average number of equivalent shares outstanding       15,476      15,087        15,217      15,118
                                                                  =======     =======       =======     =======

       Diluted net income per share:
         From continuing operations                               $   .06     $   .01       $   .16     $   .06
         From discontinued operations                                   -           -             -           -
                                                                  -------     -------       -------     -------
       Diluted net income per share                               $   .06     $   .01       $   .16     $   .06
                                                                  =======     =======       =======     =======
</TABLE>

     For the three months ended March 31, 2003 and 2002, options for 160,000 and
     2,470,000  shares,  respectively,  were not included in the  computation of
     diluted net income per share since they would be  considered  antidilutive.
     For the nine months ended March 31, 2003 and 2002,  options for 160,000 and
     610,000 shares, respectively, were not included.

9.   Stock Options

     Pursuant to Accounting  Principles  Board Opinion No. 25,  "Accounting  for
     Stock Issued to Employees," the Company  accounts for stock-based  employee
     compensation arrangements using the intrinsic value method. Accordingly, no
     compensation  expense  has  been  recorded  in the  consolidated  condensed

                                       10
<PAGE>

     financial statements with respect to option grants. The Company has adopted
     the  disclosure  provisions of SFAS No. 123,  "Accounting  for  Stock-Based
     Compensation,"  as amended by SFAS No.  148,  "Accounting  for  Stock-Based
     Compensation -- Transition and Disclosure," an amendment of SFAS No. 123.

     Had the Company elected to recognize  compensation  expense for stock-based
     compensation  using the fair value method net income,  basic net income per
     common  share and net income per  diluted  common  share would have been as
     follows

<TABLE>
<CAPTION>
                                                                   Three Months Ended        Nine Months Ended
                                                                        March 31,                March 31,
                                                                  -------------------       -------------------
                                                                    2003        2002         2003         2002
                                                                  -------     -------       -------     -------
       <S>                                                        <C>         <C>           <C>         <C>
       Net Income, as reported                                    $   961     $   180       $ 2,382     $   876
       Pro  forma stock-based employee cost, net of taxes             (47)         15          (141)         45
                                                                  -------     -------       -------     -------
       Pro forma net income                                       $ 1,008     $   165       $ 2,523     $   831
                                                                  =======     =======       =======     =======

       Basic net income per share, as reported                    $   .06     $   .01       $   .16     $   .06
       Pro forma stock-based employee cost per share                  .01           -           .01           -
                                                                  -------     -------       -------     -------
       Pro forma basic net income per share                       $   .07     $   .01       $   .17     $   .06
                                                                  =======     =======       =======     =======

       Diluted net income per share, as reported                  $   .06     $   .01       $   .16     $   .06
       Pro forma stock-based employee cost per share                  .01           -           .01           -
                                                                  -------     -------       -------     -------
       Pro forma diluted net income per share                     $   .07     $   .01       $   .17     $   .06
                                                                  =======     =======       =======     =======
</TABLE>

10.  Loss on Closing of Distribution Facility

     During fiscal 2001, the Company closed its remaining  distribution facility
     located in Lebanon,  Virginia.  In September 2001, the Company sold its two
     non-operating  facilities  for  $729,000.  No gain or loss  was  recognized
     during the period.  As of March 31, 2002, there were no remaining  accruals
     relating to severance and other employee benefits and exit costs.


11.  Discontinued Operations

     In December  2000,  the Company  decided to shutdown the retail segment and
     discontinued  all  operations  in March 2001.  Accordingly,  the  operating
     results of this segment are classified as discontinued operations.

     Operating results of discontinued operations are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                  Three Months Ended         Nine Months Ended
                                                                       March 31,                 March 31,
                                                                  -------------------       -------------------
                                                                    2003        2002         2003         2002
                                                                  -------     -------       -------     -------
       <S>                                                        <C>         <C>           <C>         <C>
       Costs and expenses, net of other income                    $     -     $     -       $     -     $   (72)
       Income taxes                                                     -           -             -          29
                                                                  -------     -------       -------     -------
       Net income from discontinued operations                    $     -     $     -       $     -     $    43
                                                                  =======     =======       =======     =======
</TABLE>

                                       11
<PAGE>

       The net assets and liabilities of discontinued operations included in the
       accompanying consolidated balance sheets are as follows (in thousands):

<TABLE>
<CAPTION>

                                                                       March 31,       June 30,       March 31,
                                                                         2003            2002           2002
                                                                      ----------       --------       ---------
       <S>                                                            <C>              <C>            <C>
       Other assets                                                   $        -       $    160       $     189
                                                                      ----------       --------       ---------
       Total assets of discontinued operations                        $        -       $    160       $     189
                                                                      ==========       ========       =========

       Accounts payable and accrued expenses                          $        -       $      6       $      68
                                                                      ----------       --------       ---------
       Total liabilities of discontinued operations                   $        -       $      6       $      68
                                                                      ==========       ========       =========

</TABLE>




                                       12
<PAGE>


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

The  following  discussion  contains  certain  forward-looking  statements  with
respect  to  anticipated  results,  which are  subject  to a number of risks and
uncertainties.  Among the  factors  that could  cause  actual  results to differ
materially  are:  business  conditions  and  growth in the  Company's  industry;
general economic conditions;  the addition or loss of significant customers; the
loss of key personnel;  product  development;  competition;  foreign  government
regulations;  fluctuations in foreign currency  exchange rates;  rising costs of
raw materials and the  unavailability of sources of supply; the timing of orders
placed by the Company's customers; and the risk factors listed from time to time
in the Company's SEC reports .

Critical Accounting Policies and Estimates
------------------------------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United  States of America  requires  the  appropriate
application of certain accounting policies,  many of which require estimates and
assumptions  about  future  events and their  impact on amounts  reported in the
financial  statements  and related  notes.  Since future events and their impact
cannot be determined with certainty,  the actual results will inevitably  differ
from our  estimates.  Such  differences  could be material  to the  consolidated
financial statements.

Management  believes the application of accounting  policies,  and the estimates
inherently required by the policies,  are reasonable.  These accounting policies
and estimates are constantly  re-evaluated,  and adjustments are made when facts
and  circumstances  dictate a  change.  Historically,  management  has found the
application of its  accounting  policies to be  appropriate,  and actual results
generally have not materially differed from those determined using the necessary
estimates.

Our accounting  policies are more fully described in Note 1 to the  consolidated
financial statements,  located in the 2002 Annual Report on Form 10-K filed with
the  Securities  and Exchange  Commission.  Management  has  identified  certain
critical accounting policies that are described below.

Inventory - Inventory is carried on a first-in,  first-out basis at the lower of
cost or market.  Management writes down inventory for estimated  obsolescence or
unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market
conditions.  If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required.

Allowance for doubtful accounts/sales  discounts and sales returns - The Company
maintains  allowances for doubtful  accounts for estimated losses resulting from
the  inability of its  customers to make  required  payments.  If the  financial
condition of our customers  were to  deteriorate,  resulting in an impairment of
their  ability to make  payments,  additional  allowances  may be required.  The
Company also estimates expenses for customer  discounts,  programs and incentive
offerings. If market conditions were to decline, the Company may take actions to
increase  customer  incentive  offerings  possibly  resulting in an  incremental
expense at the time the incentive is offered.

Long-lived  assets - In the evaluation of the fair value and future  benefits of
long-lived   assets,   management   performs  an  analysis  of  the  anticipated
undiscounted  future net cash flows of the  related  long-lived  assets.  If the
carrying  value of the related asset exceeds the  undiscounted  cash flows,  the
carrying value is reduced to its fair value.  Various factors  including  future
sales  growth and profit  margins are included in this  analysis.  To the extent
these future  projections or our  strategies  change,  the conclusion  regarding
impairment may differ from the current estimates.

                                       13
<PAGE>

Deferred  tax  valuation  allowance - In  assessing  the need for a deferred tax
valuation  allowance,  we consider future taxable income and ongoing prudent and
feasible tax planning strategies.  Since we were able to determine that we would
be able to  realize  our  deferred  tax assets in the  future,  in excess of its
recorded  amount,  an  adjustment  to the  deferred  tax  asset  was not  deemed
necessary.  Likewise,  should we determine  that we would not be able to realize
all or part of our net deferred tax asset in the future,  an  adjustment  to the
deferred  tax asset would be charged to income in the period such  determination
was made.

Results of Continuing Operations
--------------------------------

Net sales for the three  months  ended March 31, 2003  increased  $3,406,000  to
$16,934,000 from $13,528,000 in the comparable period in 2002. Net sales for the
nine months  ended March 31,  2003  increased  $5,754,000  to  $49,403,000  from
$43,649,000  in the  comparable  period in 2002.  The  increase in sales was due
primarily to an increase in programs with certain customers.

The gross profit percentage  increased to 33.2% for the three months ended March
31, 2003 from 27.9% in the similar period in 2002.  The gross profit  percentage
increased  to 31.5% for the nine  months  ended March 31, 2003 from 28.4% in the
similar  period in 2002.  The higher  margins  resulted  primarily  from  better
sourcing and greater efficiencies.

Selling,  general and administrative  expenses were $3,950,000,  or 23.3% of net
sales for the three months ended March 31, 2003, as compared to  $3,365,000,  or
24.9% of net sales for the  similar  period in 2002.  This  increase of $585,000
resulted from an increase in salary related expenses of $320,000,  merchandising
design and sample  expenses  of  $50,000,  travel  expenses  of $40,000 and by a
general  overall net  increase  in other  selling,  general  and  administrative
expenses.

Selling,  general and administrative expenses were $11,312,000,  or 22.9% of net
sales for the nine months ended March 31, 2003, as compared to  $10,390,000,  or
23.8% of net sales for the  similar  period in 2002.  This  increase of $922,000
resulted from an increase in salary related expenses of $387,000,  merchandising
design and sample expenses of $217,000, travel expenses of $79,000, rent expense
of $63,000 and by a general  overall net increase in other selling,  general and
administrative expenses.

Income from continuing operations increased to $1,667,000 and $4,254,000 for the
three and nine  months  ended  March 31,  2003,  as  compared  to  $416,000  and
$2,002,000  for the similar  periods in 2002.  This  increase  was due to higher
sales and margins partially offset by higher selling, general and administrative
expenses.

Net  interest  costs for the  three and nine  months  ended  March 31,  2003 was
$65,000 and $284,000 respectively,  as compared to $115,000 and $614,000 for the
similar periods in 2002. These reductions were due to lower borrowing levels and
interest rates.

The Company  provided for income taxes of $641,000 and  $1,588,000 for the three
and nine months  ended March 31,  2003,  as compared to income taxes of $121,000
and $555,000 for the similar periods in 2002. The Company  utilized an estimated
income tax rate of 40% in all of the periods.


                                       14
<PAGE>


Results of Discontinued Operations
----------------------------------

In December 2000,  the Company  decided to dispose of the majority of the assets
of its retail division.  Accordingly, the operating results of this division are
classified as discontinued operations.

The discontinued  operation had no activity for the three months ended March 31,
2003 and 2002.

There was no activity  for the nine  months  ended March 31, 2003 as compared to
income from  discontinued  operations of $43,000 for the nine months ended March
31, 2002.  The income in the 2002 period  relates to the sale of certain  assets
that were fully depreciated.

Net Income
----------

The  Company had net income of $961,000  and  $2,382,000  for the three and nine
months ended March 31, 2003  respectively,  as compared to $180,000 and $876,000
for the similar  periods in 2002.  These  increases were due to higher sales and
gross  margins  and lower  interest  costs  partially  offset by higher  selling
general and  administrative  expenses and a larger provision for income taxes in
the current year.


Contractual Obligations and Commercial Commitments
--------------------------------------------------

To facilitate an  understanding  of our  contractual  obligations and commercial
commitments, the following data is provided as of March 31, 2003 (in thousands):
<TABLE>
<CAPTION>

                                                                       Payments Due by Period
                                                         ----------------------------------------------------
                                                            Within                                   After 5
                                              Total         1 Year       2-3 Years     4-5 Years      Years
                                           -----------   -----------    -----------   -----------   ---------
  <S>                                      <C>           <C>            <C>           <C>           <C>
  Contractual Obligations
  -----------------------
  Credit facility                          $     6,604   $     6,604    $         -   $         -   $       -
  Capital leases                                    37            37              -             -           -
  Operating leases                               8,300         1,187          2,427         2,286       2,400
  Consulting agreement                           1,006           225            500           281           -
  Employment contract                            2,269           494          1,063           712           -
                                           -----------   -----------    -----------   -----------   ---------
  Total contractual obligations            $    18,216   $     8,547    $     3,990   $     3,279   $   2,400
                                           ===========   ===========    ===========   ===========   =========

                                                                Amount of Commitment Expiration Per Period
                                                                ------------------------------------------
                                              Total
                                             Amounts        Within                                   After 5
                                            Committed       1 Year       2-3 Years     4-5 Years      Years
                                           -----------   -----------    -----------   -----------   ---------
  Other Commercial Commitments
  ----------------------------
  Letters of credit                        $     3,599   $     3,599    $         -   $         -   $       -
                                           -----------   -----------    -----------   -----------   ---------
  Total commercial commitments             $     3,599   $     3,599    $         -   $         -   $       -
                                           ===========   ===========    ===========   ===========   =========
</TABLE>

Liquidity and Capital Resources
-------------------------------

For the nine  months  ended  March  31,  2003,  the  Company's  working  capital
increased by $2,544,000 to $12,073,000, primarily from profitable operations.

                                       15
<PAGE>

During the nine months ended March 31,  2003,  cash  decreased  by $55,000.  The
Company used cash of $2,324,000 in its operations,  $173,000 for the purchase of
fixed assets and $33,000 for the payment of capital lease  obligations.  The net
proceeds from short-term borrowings of $2,475,000 funded these activities.

Receivables  at March 31, 2003  increased  by  $4,420,000  to  $11,421,000  from
$7,001,000  at June 30,  2002.  This  increase  is due to  higher  sales for the
quarter ended March 31, 2003 as compared to the quarter ended June 30, 2002.

Inventory  at March  31,  2003  increased  by  $2,278,000  to  $11,075,000  from
$8,797,000  at June 30, 2002.  This increase is due to an increase in the volume
of cut, make and trim production,  which requires the purchase of raw materials,
an increase of finished  goods which are required for  additional  replenishment
business and the earlier receipt of finished goods to fulfill customer orders in
the fourth quarter.

The Company has a secured  revolving  line of credit of up to  $30,000,000.  The
revolving  line  of  credit  expires  July 1,  2004  and is  sufficient  for the
Company's  projected  needs for operating  capital and letters of credit to fund
the  purchase of  imported  goods  through  July 1, 2004.  Due to an  amendment,
effective  November 7, 2002,  direct borrowings under this line bear interest at
the prime  rate of Chase  Manhattan  Bank,  but not less than  4.25% per  annum.
Availability  under the line of credit is  subject to the  Company's  compliance
with certain agreed upon financial formulas.  Under the terms of this financing,
the Company  has agreed to pledge  substantially  all of its assets,  except the
Company's  real  property.  At April 24,  2003,  the Company had  $5,598,000  in
borrowings  outstanding.

Management  believes the available borrowing under its secured revolving line of
credit, along with anticipated internally generated funds, will be sufficient to
cover its working capital requirements through July 1, 2004.

The Company  anticipates that capital  expenditures for fiscal 2003 will be less
than $300,000.

Recently Issued Accounting Standards
------------------------------------

In  April  2002,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standard ("SFAS") No. 145, "Rescission of FASB
Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections."  This  Statement  rescinds the provisions of SFAS No. 4 "Reporting
Gains  and  Losses  from  Extinguishment  of  Debt,"  and an  amendment  of that
Statement,  SFAS No. 64,  "Extinguishments of Debt Made to Satisfy  Sinking-Fund
Requirements."  This  Statement  also  rescinds  SFAS No.  44,  "Accounting  for
Intangible  Assets  of Motor  Carriers."  This  Statement  amends  SFAS No.  13,
"Accounting  for  Leases," to eliminate  an  inconsistency  between the required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
leaseback transactions.  This Statement also amends other existing authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe their applicability under changed conditions. Rescissions of SFAS No. 4
and SFAS No. 64 are  effective  for fiscal years  beginning  after May 15, 2002.
Rescissions  for SFAS No. 13 are effective for  transactions  entered into after
May 15, 2002. All other provisions are effective for financial statements issued
after May 15, 2002.  The adoption of SFAS No. 145 has not and is not expected to
have a material impact on the Company's financial position.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with  Exit  or  Disposal  Activities."  This  Statement  requires  companies  to
recognize  costs  associated  with  exit or  disposal  activities  when they are

                                       16

<PAGE>

incurred  rather than at the date of  commitment  to an exit or  disposal  plan.
Examples of costs covered by the Standard  include lease  termination  costs and
certain  employee  severance  costs that are  associated  with a  restructuring,
discontinued operations, plant closing, or other exit or disposal activity. SFAS
No. 146 is to be applied  prospectively to exit or disposal activities initiated
after  December  31,  2002.  The  adoption  of SFAS  No.  146 has not and is not
expected to have a material impact on the Company's financial position.

In  November  2002,  the FASB  issued  FASB  Interpretation  No. 45 ("FIN  45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others."  FIN  45  requires  certain
guarantees  to be  recorded  at fair  value and  requires  a  guarantor  to make
significant  new  disclosures,  even when the  likelihood of making any payments
under the  guarantee is remote.  Generally,  FIN 45 applies to certain  types of
financial guarantees that contingently require the guarantor to make payments to
the  guaranteed  party based on changes in an  underlying  that is related to an
asset,  liability,  or an equity security of the guaranteed  party.  The initial
recognition  and initial  measurement  provisions of FIN 45 are  applicable on a
prospective  basis to  guarantees  issued or modified  after  December 31, 2002.
Disclosure  requirements under FIN 45 are effective for financial statements for
periods  ending after  December 15, 2002 and are  applicable  to all  guarantees
issued by the guarantor subject to FIN 45's scope,  including  guarantees issued
prior  to  FIN  45.  We  have  evaluated  the   accounting   provisions  of  the
interpretations  and there was no material  impact on our  financial  condition,
results  of  operations  or cash  flows for the  period  ended  March 31,  2003.
Accordingly, the Company has no guarantees as defined by FIN 45.

In  December  2002,  the FASB issued SFAS No. 148  "Accounting  for  Stock-Based
Compensation -- Transition and Disclosure"  which became  effective in 2002. The
standard  provides  alternative  methods of transition for a voluntary change to
the fair value method of accounting for stock-based  employee  compensation.  In
addition,  SFAS No. 148 amends the  disclosure  requirements  of SFAS No. 123 to
require more  prominent and more frequent  disclosures  in financial  statements
about the effects of  stock-based  compensation.  SFAS is  effective  for fiscal
years ending after  December 31, 2002.  The Company has not yet  determined  the
effect of the adoption of this statement on the Company's  financial position or
results of operations.  . The Company adopted the disclosure  provisions of SFAS
148, as of December 31, 2002.

Inflation
---------

The Company does not believe  that its  operating  results have been  materially
affected  by  inflation  during  the  preceding  three  years.  There  can be no
assurance, however, that the Company's operating results will not be affected by
inflation in the future.


Item 3.

Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

The Company is subject to changes in the prime rate based on the Federal Reserve
actions and general  market  interest  fluctuations.  The Company  believes that
moderate  interest rate increases will not have a material adverse impact on its
results of operations, or financial position, in the foreseeable future. For the
fiscal  year  ended  June  30,  2002,  borrowings  peaked  during  the  year  at
$15,783,000 and the average amount of borrowings was $7,806,000.

                                       17
<PAGE>

Imports
-------

The Company's  transactions with its foreign  manufacturers and suppliers
are subject to the risks of doing  business  abroad.  The  Company's  import and
offshore operations are subject to constraints imposed by agreements between the
United  States  and a number of  foreign  countries  in which the  Company  does
business.  These  agreements  impose quotas on the amount and type of goods that
can be imported into the United  States from these  countries.  Such  agreements
also  allow  the  United  States  to  impose,  at any  time,  restraints  on the
importation  of  categories  of  merchandise   that,  under  the  terms  of  the
agreements, are not subject to specified limits. The Company's imported products
are also subject to United States customs duties and, in the ordinary  course of
business,  the  Company  is from time to time  subject  to claims by the  United
States Customs Service for duties and other charges. The United States and other
countries in which the  Company's  products are  manufactured  may, from time to
time, impose new quotas,  duties,  tariffs or other  restrictions,  or adversely
adjust presently prevailing quotas, duty or tariff levels, which could adversely
affect the Company's  operations and its ability to continue to import  products
at current or increased  levels.  The Company  cannot  predict the likelihood or
frequency of any such events occurring.


Item 4.

Controls and Procedures
-----------------------

Within the 90-day  period prior to the filing of this report,  an  evaluation of
the effectiveness of the Company's  disclosure  controls and procedures was made
under the supervision and with the  participation  of the Company's  management,
including the Chief Executive Officer and Chief Financial Officer. Based on that
evaluation, the CEO and CFO concluded that the Company's disclosure controls and
procedures are effective to ensure that information  required to be disclosed by
the Company in reports that it files or submits  under the  Securities  Exchange
Act of 1934 is recorded,  processed,  summarized  and  reported  within the time
periods  specified  in  Securities  and  Exchange  Commission  rules and  forms.
Subsequent to the date of their evaluation, there were no significant changes in
the Company's  internal  controls or in other  factors that could  significantly
affect  these  controls,   including  any  corrective  actions  with  regard  to
significant deficiencies and material weaknesses.





                                       18

<PAGE>



         SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE SECURITIES
                         LITIGATION REFORM ACT OF 1995



Except for historical  information  contained  herein,  this Report on Form 10-Q
contains forward-looking statements within the meaning of the Private Securities
Litigation  Reform Act of 1995,  which involve certain risks and  uncertainties.
The  Company's  actual  results or  outcomes  may differ  materially  from those
anticipated. Important factors that the Company believes might cause differences
are  discussed  in the  cautionary  statement  under the  caption  "Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations"  in
this Form  10-Q.  In  assessing  forward-looking  statements  contained  herein,
readers are urged to carefully read those statements.







                                       19

<PAGE>


PART II   Other Information
          -----------------

Item 1  -  Legal proceedings - Not Applicable

Item 2  -  Changes in Securities - Not Applicable

Item 3  -  Defaults Upon Senior Securities - Not Applicable

Item 4  -  Submission of Matters to a Vote of Security Holders - None

Item 5  -  Other Information - None

Item 6  -  (a) Exhibits - None

           (b) Form 8-K Report

                     Date             Items               Financial Statements
                     ----             -----               --------------------
                 May 7, 2003           7, 9                       None



                                   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 hereunto duly authorized.

                                MOVIE STAR, INC.


                                By:  /s/ Melvyn Knigin
                                   ---------------------
                                   MELVYN KNIGIN
                                   President; Chief Executive Officer


                                By:  /s/ Thomas Rende
                                   --------------------
                                   THOMAS RENDE
                                   Chief Financial Officer


May 9, 2003




                                       20
<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly  Report of Movie Star,  Inc.(the  "Company") on
Form 10-Q for the period ended March 31, 2003 as filed with the  Securities  and
Exchange Commission (the "Report"),  each of the undersigned,  in the capacities
and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that:

     1.         the Report fully  complies  with the  requirements  of   Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2.         the information contained in the Report fairly presents, in  all
material  respects, the  financial  condition  and  results  of operation of the
Company.


Dated: May 9, 2003                              /s/ Melvyn Knigin
                                                -----------------------------
                                                Name:  Melvyn Knigin
                                                Title: Chief Executive Officer

Dated: May 9, 2003                              /s/ Thomas Rende
                                                -----------------------------
                                                Name:  Thomas Rende
                                                Title: Chief Financial Officer
                                                       (Principal Financial and
                                                       Accounting Officer)




<PAGE>


                        FORM OF SECTION 302 CERTIFICATION
                    PURSUANT TO RULE 13a-14 AND 15d-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


                                  CERTIFICATION

I, Melvyn Knigin, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Movie Star, 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 have:

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

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures as of a date within 90 days of 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 to the audit
     committee of 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 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
<PAGE>

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


Dated: May 9, 2003                              /s/ Melvyn Knigin
                                                -----------------------------
                                                Name:  Melvyn Knigin
                                                Title: Chief Executive Officer




<PAGE>


                        FORM OF SECTION 302 CERTIFICATION
                    PURSUANT TO RULE 13a-14 AND 15d-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


                                  CERTIFICATION

I, Thomas Rende, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Movie Star, 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 have:

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

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures as of a date within 90 days of 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 to the audit
     committee of 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 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
<PAGE>

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


Dated:  May 9, 2003                             /s/ Thomas Rende
                                                -----------------------------
                                                Name:  Thomas Rende
                                                Title: Chief Financial Officer
                                                       (Principal Financial and
                                                       Accounting Officer)