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

                                   FORM 10-K/A
                                 AMENDMENT NO. 2
             (Mark one)
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2002
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       ANCHOR GLASS CONTAINER CORPORATION
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

                    DELAWARE                                 59-3417812
                    --------                                 ----------
     (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                      Identification No.)

   ONE ANCHOR PLAZA, 4343 ANCHOR PLAZA PARKWAY, TAMPA, FL            33634-7513
   ------------------------------------------------------            ----------
         (Address of principal executive offices)                    (Zip Code)

         Registrant's telephone number, including area code 813-884-0000
                                                            ------------

           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE
                                      ----
                    Securities registered pursuant to Section 12(g) of the Act:
                                      NONE
                                      ----
                                (Title of class)

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

       Number of shares outstanding of common stock at March 20, 2003:
                             9,000,000 shares

                      DOCUMENTS INCORPORATED BY REFERENCE
                                     None


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     The sole purpose of this Amendment No. 2 is to amend and restate the
Exhibit Index in its entirety and to file certain certifications by certain
officers of the Company.

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THE EXHIBIT INDEX SET FORTH IN ITEM 15 OF THE REGISTRANT'S ANNUAL REPORT ON
FORM 10-K IS HEREBY AMENDED AND REPLACED AS FOLLOWS:

ITEM 15.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.

(a)      Financial Statements, Schedules and Exhibits

3.       EXHIBITS

   EXHIBIT
   NUMBER   ITEM
   -------  ----
   3.1      Amended and Restated Certificate of Incorporation of Anchor     (A)

   3.2      Certificate of Amendment of Amended and Restated Certificate    (A)
            of Incorporation of Anchor

   3.3      Amended and Restated By-Laws of Anchor                          (A)

   3.4      Certificate of Designation of Series C Participating            (A)
            Preferred Stock

   3.5      Certificate of Amendment of Amended and Restated Certificate    (A)
            of Incorporation of Anchor

   3.6      Certificate of Amendment of The Certificate of Designation      (B)

   4.1      Stockholders' Agreement, dated August 30, 2002, by and among    (A)
            Anchor, the  the Investors and Other Stockholders

   4.2      Indenture dated as of February 7, 2003 among Anchor, as Issuer  (B)
            and The Bank of New York, as Trustee

   4.3      Collateral Access and Intercreditor Agreement, dated            (B)
            February 7, 2003, by and among Congress Financial Corporation
            (Central), in its capacity as collateral agent, and The Bank of
            New York, in its capacity as trustee and collateral agent

   4.4      Registration Rights Agreement, dated February 7, 2003, among    (B)
            Anchor and the Initial Purchasers

   10.1+    Southeast Glass Bottle Supply Agreement between Anheuser-Busch, (C)
            Incorporated and Anchor

   10.2+    Glass Bottle Agreement between Anheuser-Busch, Incorporated     (D)
            and Anchor

   10.3     Limited License Agreement, dated March 8, 2002 between Owens    (A)
            Brockway Glass Container Inc. and Anchor

   10.4     Loan and Security Agreement by and among Anchor, as Borrower,   (A)
            and Congress Financial Corporation (Central), as Administrative and
            Collateral Agent, Bank of America, N.A., as Documentation Agent,
            and the Financial Institutions Named Therein, as Lenders, dated
            August 30, 2002

   10.5    Term Loan Agreement by and among Anchor, as Borrower, the        (A)
           financial institutions from time to time party thereto, as
           Lenders, and Ableco Finance LLC, as Agent, dated August 30, 2002

   10.6    Security Agreement, made by Anchor in favor of Ableco            (A)
           Finance LLC, dated August 30, 2002

   10.7    Pledge Agreement, made by Anchor in favor of Ableco Finance      (A)
           LLC, dated August 30, 2002

   10.8    Collateral Agency and Intercreditor Agreement dated August 30,   (A)
           2002 between Congress Financial Corporation (Central) and Ableco
           Finance, LLC

   10.9    Amendment No. 1 to Loan and Security Agreement by and among      (B)
           Anchor, as Borrower, the financial institutions from time to time
           parties to the Loan Agreement, as Lenders, and Congress Financial
           Corporation (Central), as Agent, dated December 31, 2002

   10.10   Amendment No. 2 to Loan and Security Agreement by and among      (B)
           Anchor, as Borrower, and Congress Financial Corporation (Central),
           as Agent for the financial institutions from time to time parties to
           the Loan Agreement, as Lenders, dated February 7, 2003

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   10.11   Termination and Release Agreement between Anchor and Ableco      (B)
           Finance LLC, dated February 7, 2003

   12.1    Statement re: computation of ratio of earnings to fixed charges  (B)
           for four months ended December 31, 2002, the eight months ended
           August 31, 2002 and the years ended December 31, 2001, 2000, 1999
           and 1998

   21.1    List of subsidiaries of the Company                              (E)
-------------------------

+      Portions of this document have been omitted and filed separately with the
       Commission pursuant to a request for confidential treatment in accordance
       with Rule 24b-2 of the Exchange Act.

(A)    Previously filed as an exhibit to the Company's Quarterly Report on
       Form 10-Q for the quarter ended September 30, 2002 and incorporated
       herein by reference.

(B)    Previously filed as an exhibit to the Company's Annual Report on
       Form 10-K for the year ended December 31, 2002 and incorporated herein
       by reference.

(C)    Previously filed as an exhibit to the Company's Quarterly Report on
       Form 10-Q for the quarter ended June 30, 1999 and incorporated herein
       by reference.

(D)    Previously filed as an exhibit to the Company's Annual Report on
       Form 10-K/A Amendment No. 1 for the year ended December 31, 2002,
       filed on June 20, 2003 and incorporated herein by reference.

(E)    Previously filed as an exhibit to the Company's Registration Statement
       on Form S-4 (Reg. No. 333-31363) originally filed with the Securities
       and Exchange Commission on July 16, 1997.

     (b)    Reports on Form 8-K

            None.




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                                   SIGNATURES

         Pursuant to the requirements of Section 13 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.


                                      ANCHOR GLASS CONTAINER CORPORATION



Date:  June 25, 2003                  /S/ DARRIN J. CAMPBELL
                                      -----------------------------------------
                                      Darrin J. Campbell
                                      Executive Vice President and
                                      Chief Financial Officer
                                      (Principal Financial Officer and
                                      Duly Authorized Officer)




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                                 CERTIFICATIONS

CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002 (18 U.S.C.ss. 1350)

I, Richard M. Deneau, President and Chief Executive Officer, certify that:

       1.  I have reviewed this annual report on Form 10-K/A of Anchor Glass
           Container Corporation; and

       2. Based on my knowledge, this annual 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 annual
report.

Date:  June 25, 2003

/S/ RICHARD M. DENEAU
--------------------------------------------
Name:  Richard M. Deneau
Title: President and Chief Executive Officer



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CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002 (18 U.S.C.ss. 1350)

I, Darrin J. Campbell, Executive Vice President and Chief Financial Officer,
certify that:

       1.  I have reviewed this annual report on Form 10-K/A of Anchor Glass
           Container Corporation; and

       2. Based on my knowledge, this annual 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 annual
report.

Date:  June 25, 2003

/S/ DARRIN J. CAMPBELL
--------------------------------------------
Name:  Darrin J. Campbell
Title: Executive Vice President and Chief Financial Officer