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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  FORM 10-Q/A
                                Amendment No. 2


(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended October 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 1-13437

                        SOURCE INTERLINK COMPANIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           MISSOURI                                        43-1710906
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                         Identification No.)

27500 RIVERVIEW CENTER BLVD., SUITE 400
BONITA SPRINGS, FLORIDA                                           34134
----------------------------------------                        ----------
(Address of Principal Executive Offices)                        (Zip Code)

                                 (239) 949-4450
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              (Registrant's Telephone Number, Including Area Code)

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              (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]

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

              Class                         Outstanding on December 2, 2003
              -----                         -------------------------------
    Common Stock, $.01 Par Value                     18,722,700




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                                EXPLANATORY NOTE


This report has been amended for the sole purpose of (1) making certain
technical corrections to the text of the certifications of our chief executive
officer and chief financial officer so that they conform to the exact form
mandated by the applicable rules and regulations under the Securities Exchange
Act of 1934, as required by the Sarbanes-Oxley Act of 2002, (2) eliminating a
non-GAAP measure from the tables on pages 16 and 17, (3) as described in Note 10
to our consolidated financial statements herein, reflecting adjustments to our
historical financial statements arising from the revision of our accounting
treatment for revenue recognition related to our rebate claim filing and (4)
supplementing the discussion under Item 4 Controls and Procedures to address the
conclusions stated therein in light of such adjustments.

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ITEM 4. CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer, with the
participation of management, evaluated our disclosure controls and procedures as
of October 31, 2003. Based on that evaluation, our principal executive officer
and principal financial officer concluded our disclosure controls and procedures
were, as of October 31, 2003, (1) designed to ensure that material information
relating to us, and our consolidated subsidiaries, is made known to our
principal executive officer and principal financial officer by others within
those entities, particularly during the period in which this report was being
prepared, and (2) effective, in that they provide reasonable assurance that
information required to be disclosed by us in the reports that we file or submit
under the Securities Exchange Act are recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms. There
have not been changes in our internal control over financial reporting that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.


As described in Note 10 to our interim consolidated financial statements
contained herein, we have restated our financial statements to reflect
adjustments resulting from the revision of our accounting treatment of revenues
derived form our rebate claim filing services and cash flows associated with our
Advance Pay Program. In light of this restatement, we conducted a new evaluation
of the effectiveness of our disclosure controls and procedures as of the date of
the filing of this amended report. Based on this evaluation, our principal
executive officer and principal financial officer concluded that the prior
conclusion was correct and our disclosure controls and procedures were
effective. We have not designed or implemented any changes to our disclosure
controls and procedures as a result of the restatement or the evaluation.



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                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                           SOURCE INTERLINK COMPANIES, INC.


Date: March 3, 2004                             /s/ Marc Fierman
                                                ---------------------------
                                           Marc Fierman, Chief Financial Officer


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