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United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549

FORM 10-Q

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934       
|- | ----------------------------------------------------------------------------------------
|  |                                                                                         
|  | For the quarterly period ended March 31, 2003                                           
|  |                                                                                         
|  | OR                                                                                      
|  |                                                                                         
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  |                                                                                         
|  | For the transition period from _______________ to _____________                         

Commission
File No. 0-28582

|CHANNELL COMMERCIAL CORPORATION                               
|--------------------------------------------------------------
|(Exact name of Registrant as specified in its charter)        
|                                                              
|DELAWARE                                                      
|(State or other jurisdiction of incorporation or organization)
|                                                              
|95-2453261                                                    
|(I.R.S. Employer Identification No.)                          
|                                                              
|26040 Ynez Road, Temecula, California                         
|(Address of principal executive offices)                      
|                                                              
|92591                                                         
|(Zip Code)                                                    
|                                                              
|(909) 719-2600                                                
|(Registrants telephone number, including area code)          

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 o
|----- | ----

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

|Yes o | No x
|----- | ----

9,124,993  shares of common
stock of the Registrant were outstanding at May 9, 2003.

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PART 1  FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

CHANNELL COMMERCIAL CORPORATION CONSOLIDATED
STATEMENTS OF OPERATIONS (Unaudited)(amounts in thousands, except per share data)

|                                                                                       |  | Three months ended March 31, |       
|-------------------------------------------------------------------------------------- |  | ---------------------------- | ------
|                                                                                       |  |                              |       
|                                                                                       |  | 2003                         |       
|                                                                                       |  |                              |       
|Net sales                                                                              |  | $                            | 16,218
|Cost of goods sold                                                                     |  |                              | 11,736
|                                                                                       |  |                              |       
|Gross profit                                                                           |  |                              | 4,482 
|                                                                                       |  |                              |       
|Operating expenses                                                                     |  |                              |       
|Selling                                                                                |  |                              | 2,302 
|General and administrative                                                             |  |                              | 1,852 
|Research and development                                                               |  |                              | 395   
|                                                                                       |  |                              |       
|                                                                                       |  |                              | 4,549 
|                                                                                       |  |                              |       
|(Loss) income from operations                                                          |  |                              | (67   
|Interest expense, net                                                                  |  |                              | 121   
|                                                                                       |  |                              |       
|(Loss) income before income taxes                                                      |  |                              | (188  
|Income taxes                                                                           |  |                              | 100   
|                                                                                       |  |                              |       
|Net (loss) income                                                                      |  | $                            | (288  
|                                                                                       |  |                              |       
|Net  (loss) income per share                                                           |  |                              |       
|Basic                                                                                  |  | $                            | (0.03 
|                                                                                       |  |                              |       
|Diluted                                                                                |  | $                            | (0.03 
|                                                                                       |  |                              |       
|Net (loss) income                                                                      |  | $                            | (288  
|Other comprehensive income (loss), net of tax Foreign currency translation adjustments |  |                              | 470   
|                                                                                       |  |                              |       
|Comprehensive net income                                                               |  | $                            | 182   
|                                                                                       |  |                              |       

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

Page 1 of 16



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CHANNELL COMMERCIAL CORPORATION CONSOLIDATED BALANCE SHEETS(amounts in thousands)

|                                                                                                                                                                                                     |  | March 31, 2003 |        | December 31, 2002 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | ----------------- | -
|                                                                                                                                                                                                     |  |                |        |                   |  
|                                                                                                                                                                                                     |  | (Unaudited)    |        |                   |  
|ASSETS                                                                                                                                                                                               |  |                |        |                   |  
|Current assets                                                                                                                                                                                       |  |                |        |                   |  
|Cash and cash equivalents                                                                                                                                                                            |  | $              | 4,061  |                   | $
|Accounts receivable, net                                                                                                                                                                             |  |                | 9,695  |                   |  
|Inventories                                                                                                                                                                                          |  |                | 8,036  |                   |  
|Deferred income taxes                                                                                                                                                                                |  |                | 1,037  |                   |  
|Prepaid expenses and misc. receivables                                                                                                                                                               |  |                | 1,315  |                   |  
|Income taxes receivable                                                                                                                                                                              |  |                | 406    |                   |  
|                                                                                                                                                                                                     |  |                |        |                   |  
|Total current assets                                                                                                                                                                                 |  |                | 24,550 |                   |  
|Property and equipment at cost, net                                                                                                                                                                  |  |                | 21,353 |                   |  
|Deferred income taxes                                                                                                                                                                                |  |                | 4,467  |                   |  
|Intangible assets, net                                                                                                                                                                               |  |                | 504    |                   |  
|Other assets                                                                                                                                                                                         |  |                | 424    |                   |  
|                                                                                                                                                                                                     |  |                |        |                   |  
|                                                                                                                                                                                                     |  | $              | 51,298 |                   | $
|                                                                                                                                                                                                     |  |                |        |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                 |  |                |        |                   |  
|Current liabilities                                                                                                                                                                                  |  |                |        |                   |  
|Accounts payable                                                                                                                                                                                     |  | $              | 4,487  |                   | $
|Short term debt (including current maturities of long term debt)                                                                                                                                     |  |                | 952    |                   |  
|Current maturities of capital lease obligations                                                                                                                                                      |  |                | 474    |                   |  
|Accrued restructuring liability                                                                                                                                                                      |  |                | 1,941  |                   |  
|Accrued expenses                                                                                                                                                                                     |  |                | 3,638  |                   |  
|                                                                                                                                                                                                     |  |                |        |                   |  
|Total current liabilities                                                                                                                                                                            |  |                | 11,492 |                   |  
|                                                                                                                                                                                                     |  |                |        |                   |  
|Long term debt, less current maturities                                                                                                                                                              |  |                | 3,597  |                   |  
|Capital lease obligations, less current maturities                                                                                                                                                   |  |                | 27     |                   |  
|Deferred gain on sale leaseback transaction                                                                                                                                                          |  |                | 559    |                   |  
|Commitments and contingencies                                                                                                                                                                        |  |                |       |                   |  
|Stockholders equity                                                                                                                                                                                 |  |                |        |                   |  
|Preferred stock, par value $.01 per share, authorized - 1,000 shares, none issued and outstanding                                                                                                    |  |                |       |                   |  
|Common stock, par value $.01 per share, authorized -19,000 shares; issued - 9,369 shares in December 31, 2002 and March 31, 2003;
outstanding - 9,125 shares in December 31, 2002 and March 31, 2003 |  |                | 94     |                   |  
|Additional paid-in capital                                                                                                                                                                           |  |                | 28,655 |                   |  
|Treasury stock - 244 shares in 2002 and 2003                                                                                                                                                         |  |                | (1,871 | )                 |  
|Retained earnings                                                                                                                                                                                    |  |                | 10,268 |                   |  
|Accumulated other comprehensive income (loss) - Foreign currency translation                                                                                                                         |  |                | (1,523 | )                 |  
|                                                                                                                                                                                                     |  |                |        |                   |  
|Total stockholders equity                                                                                                                                                                           |  |                | 35,623 |                   |  
|                                                                                                                                                                                                     |  |                |        |                   |  
|Total liabilities and stockholders equity                                                                                                                                                           |  | $              | 51,298 |                   | $
|                                                                                                                                                                                                     |  |                |        |                   |  

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

Page 2 of 16



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CHANNELL COMMERCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)(amounts in thousands)

|                                                    |  | Three months ended March 31, |       
|--------------------------------------------------- |  | ---------------------------- | ------
|                                                    |  |                              |       
|                                                    |  | 2003                         |       
|                                                    |  |                              |       
|Cash flows from operating activities:               |  |                              |       
|Net (loss) income                                   |  | $                            | (288  
|Depreciation and amortization                       |  |                              | 1,633 
|Deferred income taxes                               |  |                              | (100  
|Loss on disposal of fixed assets                    |  |                              | 95    
|Foreign currency transaction gain                   |  |                              | 38    
|Change in assets and liabilities:                   |  |                              |       
|(Increase) decrease in assets:                      |  |                              |       
|Accounts receivable                                 |  |                              | 416   
|Inventories                                         |  |                              | (202  
|Prepaid expenses                                    |  |                              | (10   
|Other                                               |  |                              | (13   
|Income taxes receivable                             |  |                              | (215  
|Increase (decrease) in liabilities:                 |  |                              |       
|Accounts payable                                    |  |                              | (983  
|Accrued expenses                                    |  |                              | 43    
|Restructuring liability                             |  |                              | (196  
|Income taxes payable                                |  |                              |      
|                                                    |  |                              |       
|Net cash provided by operating activities           |  |                              | 218   
|                                                    |  |                              |       
|Cash flows from investing activities:               |  |                              |       
|Acquisition of property and equipment               |  |                              | (126  
|Proceeds from the sales of property and equipment   |  |                              | 2,277 
|                                                    |  |                              |       
|Net cash provided by (used in) investing activities |  |                              | 2,151 
|                                                    |  |                              |       
|Cash flows from financing activities:               |  |                              |       
|Repayment of debt                                   |  |                              | (1,280
|Repayment of obligations under capital lease        |  |                              | (223  
|                                                    |  |                              |       
|Net cash used in financing activities               |  |                              | (1,503
|                                                    |  |                              |       
|Effect of exchange rates on cash                    |  |                              | 33    
|                                                    |  |                              |       
|Increase (decrease) in cash and cash equivalents    |  |                              | 899   
|Cash and cash equivalents, beginning of period      |  |                              | 3,162 
|                                                    |  |                              |       
|Cash and cash equivalents, end of period            |  | $                            | 4,061 
|                                                    |  |                              |       
|Cash paid during the period for:                    |  |                              |       
|Interest                                            |  | $                            | 88    
|                                                    |  |                              |       
|Income taxes                                        |  | $                            | 282   
|                                                    |  |                              |       

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

Page 3 of 16



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CHANNELL COMMERCIAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited) March 31, 2003 and 2002(amounts in
thousands, except per share data)

|1. | Unaudited financial statements:  In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to
present fairly the consolidated financial position of Channell Commercial Corporation (the Company) as of March 31, 2003 and the results of its operations for the three months ended March 31, 2003 and March 31, 2002 and its cash flows
for the three months ended March 31, 2003 and 2002.  The results of operations and cash flows for the three months ended March 31, 2003, are not necessarily indicative of the results to be expected for any other interim period or the full
year.  These consolidated financial statements should be read in combination with the audited consolidated financial statements and notes thereto for the year ended December 31, 2002.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | Inventories:  Inventories stated at the lower of cost (first-in, first-out method) or market are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|                |  | March 31, 2003 |       | December 31, 2002 |  
|--------------- |  | -------------- | ----- | ----------------- | -
|                |  |                |       |                   |  
|Raw Materials   |  | $              | 3,142 |                   | $
|Work-in-Process |  |                | 2,283 |                   |  
|Finished Goods  |  |                | 2,611 |                   |  
|                |  |                |       |                   |  
|                |  | $              | 8,036 |                   | $
|                |  |                |       |                   |  

|3. | (Loss) income per share:  Basic (loss) income per share excludes dilution and is computed by dividing net (loss) income available to common stockholders by the
weighted average number of common shares outstanding for the three month periods ended March 31, 2003 and 2002.  Diluted income per share reflects the potential dilution that could occur if dilutive options to acquire common stock were
exercised.  Options to acquire the Companys common stock were not included in the computation of diluted loss per share for the three months ended March 31, 2003 because they are anti-dilutive.  The following is a reconciliation of
the number of shares (denominator) used in the basic and diluted (loss) income per share computations for the three months ended March 31 (shares in thousands):
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                 |  | Three months ended March 31, |      
|-------------------------------- |  | ---------------------------- | -----
|                                 |  |                              |      
|                                 |  | 2003                         |      
|                                 |  |                              |      
|                                 |  | Shares                       |      
|                                 |  |                              |      
|Basic (loss) income per share    |  |                              | 9,125
|Effect of dilutive stock options |  |                              |     
|                                 |  |                              |      
|Diluted (loss) income per share  |  |                              | 9,125
|                                 |  |                              |      

| | The following options were not included in the computation of diluted income (loss) per share due to their anti-dilutive effect:
| | --------------------------------------------------------------------------------------------------------------------------------

|                                           |  | March 31, 2003 |                           | March 31, 2002 |  
|------------------------------------------ |  | -------------- | ------------------------- | -------------- | -
|                                           |  |                |                           |                |  
|Options to purchase shares of common stock |  |                | 233                       |                |  
|Exercise prices                            |  | $              | 3.05 - $13.75             |                | $
|Expiration dates                           |  |                | July 2006 -  January 2013 |                |  

Page 4 of 16



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|4. | Stock Based Compensation: Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation, encourages, but does
not require, companies to record compensation cost for stock-based employee compensation plans at fair value.  The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in previously
issued standards.  Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Companys stock at the date of grant over the amount an employee must pay to acquire the stock. 
Compensation cost related to option grants has not been significant for 2002 and 2003.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Had compensation cost for the plan been determined based on the fair value of the options at the grant dates based on the above method, the Companys net (loss) income
and (loss) income per share would have been:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                                             |  | Three Months Ended March 31, |      
|-------------------------------------------- |  | ---------------------------- | -----
|                                             |  |                              |      
|                                             |  | 2003                         |      
|                                             |  |                              |      
|Reported net (loss) income  (in thousands)   |  | $                            | (288 
|Proforma net (loss) income  (in thousands)   |  | $                            | (289 
|Reported basic net (loss) income per share   |  | $                            | (0.03
|Proforma basic net (loss) income per share   |  | $                            | (0.03
|Reported diluted net (loss) income per share |  | $                            | (0.03
|Proforma diluted net (loss) income per share |  | $                            | (0.03
|                                             |  |                              |      

| | The fair value of options at date of grant was estimated using the Black-Scholes model with the following weighted average assumptions:
| | ---------------------------------------------------------------------------------------------------------------------------------------

|                        |  | Three Months Ended March 31, |        
|----------------------- |  | ---------------------------- | -------
|                        |  |                              |        
|                        |  | 2003                         |        
|                        |  |                              |        
|Expected life (years)   |  |                              | 5 years
|Risk-free interest rate |  |                              | 3.0    
|Expected volatility     |  |                              | 40     
|Expected dividend yield |  |                              |       

|   | In February 2003, the Company offered current employees and non-employee directors an opportunity to exchange their outstanding options granted under the 1996 Stock
Plan.  The tender offer expired on March 20, 2003.  Pursuant to the offer, a total of 1,326,890 options were cancelled on March 20, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | Segments: The Companys predominant business is the manufacturing and distribution of telecommunications equipment.  As a result of rationalizing and
streamlining international operations, the Company has changed its segment reporting in the first quarter of 2003.  There are now two segments:  Americas and International.  Americas includes businesses in the United States, Central
and South America and Canada.  International includes businesses in Europe, Africa, Middle East, Australia and Asia.  Some of the previous reporting segments have been combined due to their reduced size as a result of the general downturn
in the telecommunications industry, the rationalization of various product lines within the former segments and changes in the management structure of the Company.  The new reporting segments reflect the current management structure and the
reporting used internally by executive management to manage the businesses.  The following tables summarize segment information for the three months ended March 31, 2003 and 2002 (in thousands):

|                                      |  | Three Months Ended  March 31, |       
|------------------------------------- |  | ----------------------------- | ------
|                                      |  |                               |       
|                                      |  | 2003                          |       
|                                      |  |                               |       
|Revenues from unrelated entities (1): |  |                               |       
|Americas                              |  | $                             | 13,069
|International                         |  |                               | 3,149 
|                                      |  |                               |       
|                                      |  | $                             | 16,218
|                                      |  |                               |       

Page 5 of 16



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|                               |  | Three Months Ended March 31, |     
|------------------------------ |  | ---------------------------- | ----
|                               |  |                              |     
|                               |  | 2003                         |     
|                               |  |                              |     
|(Loss) income from operations: |  |                              |     
|Americas                       |  | $                            | 495 
|International                  |  |                              | (562
|                               |  |                              |     
|                               |  | $                            | (67 
|                               |  |                              |     
|Interest expense, net:         |  | $                            | (7  
|Americas                       |  |                              | 128 
|International                  |  |                              |     
|                               |  | $                            | 121 
|                               |  |                              |     

| | (1)  Note: Revenues from any individual foreign country did not exceed 10% of total revenues for the period.
| | ------------------------------------------------------------------------------------------------------------
| |                                                                                                             
| | The Company has revenues from external customers from the following product lines:                          

|             |  | Three Months Ended March 31, |       
|------------ |  | ---------------------------- | ------
|             |  |                              |       
|             |  | 2003                         |       
|             |  |                              |       
|Enclosures   |  | $                            | 12,982
|Connectivity |  |                              | 1,794 
|Other        |  |                              | 1,442 
|             |  |                              |       
|             |  | $                            | 16,218
|             |  |                              |       

| | Included in the Connectivity revenues for the three months ended March 31, 2003 and 2002 are revenues from the RF product line of $0 and $803, respectively.  The RF
product line was sold in the second quarter of 2002 (see Note 11).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                        
| | The Company has identifiable assets in the following geographic regions:                                                                                                                                                               

|                     |  | March 31, 2002 |        | December 31, 2003 |  
|-------------------- |  | -------------- | ------ | ----------------- | -
|                     |  |                |        |                   |  
|                     |  | (Unaudited)    |        |                   |  
|Identifiable Assets: |  |                |        |                   |  
|Americas             |  | $              | 37,681 |                   | $
|International        |  |                | 13,617 |                   |  
|                     |  |                |        |                   |  
|                     |  | $              | 51,298 |                   | $
|                     |  |                |        |                   |  

|6. | Recent Accounting Pronouncements:  In January 2003, the FASB issued Interpretation Consolidation of Variable Interest Entities - an interpretation of ARB No.
51 (FIN 46). FIN 46 requires that if an entity has a controlling financial interest in a variable interest entity, the assets, liabilities and results of activities of the variable interest entity should be included in the
consolidated financial statements of the entity. FIN 46 requires that its provisions are effective immediately for all arrangements entered into after January 31, 2003. For those arrangements entered into prior to January 31, 2003, the FIN 46
provisions are required to be adopted at the beginning of the first interim or annual period beginning after June 15, 2003. The Company does not expect that the provisions of FIN 46 will have a material impact on the Companys results of
operations or financial position.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosurean amendment of SFAS 123.  This
statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Page 6 of 16



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|   | method of accounting for stock-based employee compensation.  In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.  The Company has chosen to continue to account for
stock-based compensation using the intrinsic value method prescribed in APB Opinion No. 25 and related interpretations.  Accordingly, compensation expense for stock options is measured as the excess, if any, of the estimate of the market value
of the Companys stock at the date of the grant over the amount an employee must pay to acquire the stock.  The Company has adopted the annual disclosure provisions of SFAS No. 148 in its financial reports for the year ended December 31,
2002 and the interim disclosure provisions for its financial reports for the quarter ended March 31, 2003.  As the adoption of this standard involves disclosures only, SFAS No. 148 did not have a material impact on the results of operations,
financial position or liquidity.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In November 2002, the FASB issued FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of
Indebtedness of Others (FIN 45). FIN 45 requires a guarantor to recognize a liability, at the inception of the guarantee, for the fair value of obligations it has undertaken in issuing the guarantee and also include more detailed
disclosures with respect to guarantees. FIN 45 is effective for guarantees issued or modified after December 31, 2002 and requires the additional disclosures for interim or annual periods ended after December 15, 2002. The disclosure requirements
have been adopted in the Companys financial statements for the year ended December 31, 2002.  The adoption of FIN 45 did not have a material impact on the Companys results of operations or financial position.                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities.  This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring).  SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred, not when
it is planned.  The Company is required to adopt the provisions of SFAS No. 146 for exit or disposal activities that are initiated after December 31, 2002.  The adoption of SFAS No. 146 did not have a material impact on the
Companys results of operations or financial position.                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In June 2001, the FASB issued Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (SFAS No. 143), which addresses
financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and associated asset retirement costs. The new rules apply to legal obligations associated with the retirement of long-lived assets that
result from the acquisition, construction, development and (or) normal operation of a long-lived asset. SFAS No. 143 is effective for the Company at the beginning of fiscal 2003.  The adoption of SFAS No. 143 did not have a material impact on
its consolidated financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7. | Restructuring Charge:  In the fourth quarter of 2000, in connection with managements plan to reduce costs and improve operating efficiencies, the Company
recorded a restructuring charge of $1,513.  The principal actions in the restructuring plan involved the closure of facilities and consolidation of support infrastructure.  Most of the reductions occurred in the Companys
international operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In the third quarter of 2001, due to a continued slowdown in the telecommunications industry, the Company announced an additional restructuring plan in an effort to further
reduce costs and align headcount and facilities with expected business levels in all regions.  The additional restructuring charge totaled $2,999.  The principal actions in the restructuring plan involved the closure of facilities and a
reduction of headcount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In the fourth quarter of 2002, the Company announced a restructuring plan to further rationalize international manufacturing operations.  As part of the plan, various
manufacturing operations previously performed in the U.K. were either transferred to Australia or outsourced.  The management of Australia/Asia and Europe was consolidated under the Managing Director, International.  The restructuring
charge totaled $1,228.  The principal actions in the restructuring plan involved the closure of facilities and a reduction in head count.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The restructuring charges were determined based on formal plans approved by the Companys management using the best information available to it at the time.  The
amounts the Company may ultimately incur could differ materially as the restructuring initiative is executed.   The changes in the accrual for restructuring charges during 2003 are summarized in the table below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Page 7 of 16



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|                                                        |  | Facilities |       | Workforce Reduction |   | Total | 
|------------------------------------------------------- |  | ---------- | ----- | ------------------- | - | ----- | 
|                                                        |  |            |       |                     |   |       | 
|Restructuring accrual balance at January 1, 2003        |  | $          | 2,095 |                     | $ | 60    | 
|Costs incurred in the three months ended March 31, 2003 |  |            | 196   |                     |   | 18    | 
|                                                        |  |            |       |                     |   |       | 
|Restructuring accrual balance at March 31, 2003         |  | $          | 1,899 |                     | $ | 42    | 
|                                                        |  |            |       |                     |   |       | 

|8.  | Sale Leaseback Arrangement:  In January 2003, the Company entered into a sale of a facility located in Orpington Kent, United Kingdom.  The proceeds from the
sale totaled $2,441 and resulted in a pretax loss of $110 which is included in general and administrative expense.  Terms of the sale included a provision for the Company to lease back the facility for one year at no charge. Included in the
proceeds was prepaid rent for one year which totaled $213.  The resulting lease is being accounted for as an operating lease.                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.  | Income Taxes: The effective tax rate of (53%) for the three month period ended March 31, 2003 differed from the statutory rate of 37% primarily due to certain foreign
operating losses incurred without a tax benefit recorded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Federal income taxes of the Company for the years ended December 31, 1997, 1998, 2000, and 2001 are currently under examination by the Internal Revenue Service
(IRS).  In July 2002, the IRS issued the proposed result of their examination for the years ended December 31, 1997 and 1998, which increases the 1997 income tax amount due by $315 related to transfer pricing for sales to the Companys
Canadian subsidiary.  Management believes that the Company will prevail in its appeal of the proposed adjustment or that income re-allocated from Canada to the United States will result in a refund of Canadian income taxes which is
substantially equal to the additional taxes due to the US.                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10. | Commitments and Contingencies:In 2001, the State of Texas issued a report assessing the Company additional sales and use tax of $1,600, including interest.  The
Company has appealed the assessment and is currently providing the State of Texas with documentation to support the Companys contention that the transactions did not require the Company to remit sales and use tax to the State of Texas. The
State of Texas has agreed to a reduction of the amount owed to $644.  The Company believes that they have meritorious defenses to the remaining claim of $644 and intends to vigorously defend its position.  The Company is also under
examination by the State of Washington for sales and use tax and business and occupation tax.  The Company believes that the ultimate outcome of these examinations will not result in a material impact on the Companys consolidated results
of operations or financial position.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11. | Related Party Transactions:In May 2002, the Company sold its RF line of passive electronic devices to RMS Communications, Inc., which is owned by, Gary
Napolitano, a former officer of the Company.  A sale in the amount of $800 was recorded.  RMS Communications, Inc. paid the Company $125 in cash at the time of sale, and the remaining $675 is payable in monthly installments through June
30, 2003, bearing interest at 7% per annum.  The amount due from RMS Communications, Inc., included in accounts receivable at March 31, 2003 is $531.                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12. | Concentrations: Sales to Comcast of $4.1 million in the first quarter of 2003 represented 25.4% of Company sales in the period.  Comcast acquired
AT&Ts broadband business in the fourth quarter of 2002 thereby increasing its purchases from the Company.  Sales to AOL/Time Warner of $2.7 million in the first quarter of 2003 represented 16.9% of the Company sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
|------- | -------------------------------------------------------------------------------------

Results of Operations

Comparison of the Three Months Ended March 31, 2003 With the Three Months Ended March 31, 2002

Net Sales.  Net sales in the first quarter of 2003 were $16.2 million, a decrease of $3.6 million or 18.3% compared to the first quarter of 2002. 
The decrease was mainly in the Americas.  Poor weather conditions in the eastern United States and Canada affected the installation of outside plant products.  Customers were also slow in approving and implementing 2003 capital expenditure
spending programs, which delayed purchases.  Americas net sales were $13.1 million in the first quarter of 2003, a decrease of $3.4 million or 20.8% compared with the first quarter of 2002.

International net sales were $3.1 million, a decrease of $0.2 million or 5.8%.  The decrease in International sales was primarily in European markets due to
lower sales of the RF product line.  The RF product line was sold in the second quarter of 2002.

Sales to Comcast of $4.1 million
in the first quarter of 2003 represented 25.4% of Company sales in the period.  Comcast acquired AT&Ts broadband business in the fourth quarter of 2002 thereby increasing its purchases from the Company.  Sales to AOL/Time Warner
of $2.7 million in the first quarter of 2003 represented 16.9% of the Company sales.

Gross Profit.  Gross profit in the
first quarter of 2003 was $4.5 million, a decrease of $2.0 million compared to $6.5 million in the first quarter of 2002.  The decrease is mainly due to the lower sales volume, which resulted in lower manufacturing production rates and
unabsorbed overhead.  A secondary factor was product mix, predominately in the Americas.  The change in product mix was due to a higher percentage of connectivity sales and a higher percentage of products purchased externally for resale
that the Company sells as a package with core product lines, both of which have lower gross margins than enclosures that are manufactured internally.

As a percentage of net sales, gross profit decreased from 32.7% in the first quarter of 2002 to 27.7% in the first quarter of 2003.   The reasons for the
decrease are the same as those noted above for gross profit dollars.

Selling.  Selling expenses were $2.3 million in the
first quarter of 2003, an increase of $0.1 million or 6.1% from the first quarter of 2002.  The increase is due to higher freight expense mainly due to fuel costs.

As a percentage of net sales, selling expense increased from 11.0% in the 2002 period to 14.2% in the 2003 period.  The higher percentage is due to an increase
in freight costs causing selling expenses to remain relatively unchanged even though net sales declined.

General and
Administrative.  General and administrative expenses were $1.9 million in the first quarter for 2003, a decrease of $0.1 million or 7.4%.  The decrease is due to cost reductions in administrative functions within the Americas
operations.  As a percentage of net sales, general and administrative expenses increased from 10.1% in the 2002 period to 11.4% in the 2003 period.

Research and Development.  Research and development expenses of $0.4 million in the first quarter of 2003 were unchanged from the first quarter of
2002.  As a percentage of net sales, research and development expenses increased from 2.0% in the first quarter of 2002 to 2.4% in the first quarter of 2003.

Income from Operations.  Income from Operations decreased from a profit of $1.9 million in the first quarter of 2002 to a loss of $(0.1) million in the
first quarter of 2003.  The decline is primarily attributable to the lower level of net sales in the period.  Income from operations as a percentage of sales decreased from 9.7% to (0.4)%.

Interest Expense, Net.  Net interest expense in the first quarter of 2003 was $0.1 million, a decrease of $0.7 million or 84.3% from the first quarter of
2002.  The decrease was attributable to a lower debt level.

Income Taxes.  Income tax expense was $0.1 million in the
first three months of 2003 compared to $0.7 million in the first quarter of 2002.  Although in the first quarter of 2003 the Company reported a loss before tax on a consolidated basis, which would imply no tax expense, the consolidated results
were comprised of a profit in the Americas and a loss in International.  The income tax expense is associated  primarily with profit earned in the Americas.

Page 9 of
16



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Liquidity and Capital Resources

Net cash provided by
operating activities was $0.2 million for the three months ended March 31, 2003, a decrease from $4.2 million in the same period of last year.  The decrease is due primarily to a reduction in account payables, a net loss of ($0.3) million in
the first quarter of 2003 as compared to a net income of $0.5 million in the same period of 2002, an increase in deferred income taxes of $0.1 million versus a decrease in deferred income taxes of $0.7 million in the same period of 2002, and an
increase in inventories of $0.2 million as compared to a decrease in inventories of $0.5 million in the first quarter of 2002.

Net cash
provided by investing activities was $2.2 million in the first three months of 2003 while net cash used in investing activities was $0.3 million in the same period of 2002.  In the first three months of 2003, the Company sold a building in the
U.K. for $2.2 million in cash.

Net cash used in financing activities was $1.5 million in the first three months of 2003 compared to $7.9
million in the first three months of 2002.  In both periods, the Company repaid debt.

The cash and cash equivalents balance
increased from $3.2 million at December 31, 2002 to $4.1 million at March 31, 2003.

Accounts receivable decreased from $10.2 million at
December 31, 2002 to $9.7 million at March 31, 2003.  Days sales outstanding decreased from 48 days at December 31, 2002 to 47 days at March 31, 2003.

Inventories increased from $7.8 million at December 31, 2002 to $8.0 million at March 31, 2003.  Days inventory was 52 days at December 31, 2002 and at March 31,
2003.

Accounts payable decreased from $5.8 million at December 31, 2002 to $4.5 million at March 31, 2003.  Days payables was 34
days at December 31, 2002 and 33 days at March 31, 2003.

The Company entered into a three year Loan and Security Agreement with an
asset-based lender on September 25, 2002. The Loan and Security Agreements initial term loan balance of $4.7 million and initial revolver balance of $2.1 million as well as $9.6 million in cash were used to repay in full the prior Credit
Agreement.  The three year term loan is repayable in quarterly payments based on a five-year amortization schedule with a balloon repayment at maturity.

Under the Loan and Security Agreement, the outstanding balance bears interest payable monthly at a variable rate based on either LIBOR or the lenders base rate.
The weighted average interest rate under the Loan and Security Agreement at March 31, 2003 was 4.06%.

The Loan and Security Agreement
contains various financial and operating covenants that impose limitations on the Companys ability, among other things, to incur additional indebtedness, merge or consolidate, sell assets except in the ordinary course of business, make certain
investments, enter into leases and pay dividends.  The Company is also required to comply with a fixed charge coverage ratio financial covenant among others.  The Company was in compliance as of March 31, 2003 with the covenants of the
Loan and Security Agreement.

The Company believes that cash flow from operations coupled with borrowings under the Loan and
Security Agreement will be sufficient to fund the Companys capital expenditure and working capital requirements through 2003.

Forward-Looking Statements

All statements contained in this quarterly report on Form 10-Q that are not statements of historical facts constitute forward-looking statements and are
made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any one or more of the expectations expressed in these forward-looking statements may not be realized.  Although management believes that the
expectations reflected in these statements are reasonable, such statements involve certain risks, uncertainties and other factors that could cause the actual results of the Company to be materially different from the historical results or from any
future results expressed or implied by such forward-looking statements.  These risks, uncertainties and other factors include customer demand for the Companys products, material costs that may be incurred, the Companys ability to
integrate acquired businesses, the effectiveness of the restructuring and debt reduction program commenced by the Company during the third quarter of 2001, the effectiveness of any additional restructuring programs that may be undertaken by the
Company in the future, the mix of products that may be sold by the Company (i.e., whether the mix is dominated by higher margin enclosure products or lower margin connectivity products), economic trends within the telecommunications industry and
worldwide economic conditions

Page 10 of 16



---

generally.  Additional risks and uncertainties are outlined in the Companys filings with the Securities and Exchange Commission, including its most recent annual
report on Form 10-K and its Registration Statement on Form S-1 under the heading Risk Factors.  The Company undertakes no obligation to publicly release the results of any revisions to such forward-looking statements that may be
made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

The market risk inherent in the Companys market risk sensitive instruments is the potential loss arising from adverse changes in interest rates and foreign
currency exchange rates.  All financial instruments held by the Company described below are held for purposes other than trading.

The Companys Loan and Security Agreement allows for the outstanding balance to bear interest at a variable rate based on the lenders base rate or
LIBOR.  The credit facility exposes the operations to changes in short-term interest rates since the interest rates on the credit facility are variable.

A hypothetical change of 1% in the interest rate for these borrowings, assuming debt levels at March 31, 2003, would change interest expense by approximately $0.01
million for the three months ended March 31, 2003.  This analysis does not consider the effects of economic activity on the Companys sales and profitability in such an environment.

The Company has assets and liabilities outside the United States that are subject to fluctuations in foreign currency exchange rates.  Assets and liabilities
outside the United States are primarily located in the United Kingdom, Australia, and Canada.  The Companys investment in foreign subsidiaries with a functional currency other than the U.S. dollar are generally considered long-term. 
Accordingly, the Company does not hedge these investments.  The Company also purchases a limited portion of its raw materials from foreign countries.  These purchases are generally denominated in U.S. dollars and are accordingly not
subject to exchange rate fluctuations.  The Company has not engaged in forward foreign and other similar contracts to reduce its economic exposure to changes in exchange rates because the associated risk is not considered
significant.

|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Based on their
evaluation as of a date within 90 days of the filing of this quarterly report (the Evaluation Date), the Companys principal executive officer and principal financial officer have concluded that, as of the Evaluation Date, the
Companys disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended) are effective to ensure that material information relating to the Company and its consolidated
subsidiaries is recorded, processed, summarized, reported and made known to the Companys management, including the Companys principal executive and financial officers, on a timely basis by others within the Company and its consolidated
subsidiaries.

To satisfy their responsibility for financial reporting, the Companys CEO and CFO have established internal
controls and procedures which they believe are adequate to provide reasonable assurance that the Companys assets are protected from loss. These internal controls are reviewed by the Companys management in order to ensure
compliance.  In addition, the Companys Audit Committee meets regularly with management and the independent accountants to review accounting, auditing and financial matters.  The Audit Committee and the independent accountants have
free access to each other, with or without management being present.

Subsequent to the Evaluation Date, there were no significant
changes in the Companys internal controls or in other factors that could significantly affect the Companys disclosure controls and procedures.

Page 11 of 16



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PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

The Company is from
time to time involved in ordinary routine litigation incidental to the conduct of its business.  The Company regularly reviews all pending litigation matters in which it is involved and establishes reserves deemed appropriate for such
litigation matters.  Management believes that no presently pending litigation matters are likely to have a material adverse effect on the Companys financial statements or results of operations, taken as a whole.

|ITEM 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------

Not applicable.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

Not applicable.

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

Not applicable.

|ITEM 5. | OTHER INFORMATION
|------- | -----------------

In January 2003, the Board of Directors
approved an offer allowing current employees and non-employee directors to exchange all of their outstanding options granted under the Stock Plan for new options to be granted under the Stock Plan or any other stock option plan that may be adopted
by the Company.  At the time the Board approved the offer, certain employees and non-employee directors outstanding options had exercise prices that were significantly higher than the current market price of the Companys
common stock.  The Board of Directors made the offer in order to provide these option holders with the benefit of owning options that, over time, may have a greater potential to increase in value.  The Board of Directors believes that this
will create better performance incentives for these option holders.

The offer expired on March 20, 2003.  A total of 1,326,890
options to purchase shares of the Company were accepted in exchange and cancelled on March 20, 2003.

Subject to certain limitations
described in the offer, participants in the offer will receive new options on one of the first five trading days that is at least six months and one day after the expiration date of the offer, which was March 20, 2003.  Therefore, the new
options will be granted on one of the first five trading days beginning September 22, 2003. If the Company were to grant the new options prior to September 22, 2003, the Company may be deemed to have repriced the options.  Repricing the options
would result in variable accounting for the new options, which would require the Company to record additional compensation expense each quarter for increases in the price of the Companys common stock, if any, subject to outstanding repriced
options until the repriced options were exercised or cancelled or had expired.  This could negatively affect the Companys earnings.  By deferring the grant of the new options for at least six months and one day, the Company believes
it will not have to record such a compensation expense.

Eligible option holders who participate in the offer will receive a new option on
the new grant date in exchange for each old option that was validly tendered and accepted for exchange.  The number of shares covered by each new option will be equal to the number of shares covered by the old options, and the vested status and
vesting schedule of the old options will be preserved and continued.  The exercise price of the new options will be equal to the closing sale price of the Companys common stock as reported on the Nasdaq National Market on the grant date
of the new options.

|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K
|------- | --------------------------------

(a)          Exhibits

|ExhibitNumber |      | Description |                                                                    
|------------- | ---- | ----------- | -------------------------------------------------------------------
|              |      |             |                                                                    
|              | 3.1  |             | Restated Certificate of Incorporation of the Company (1)           
|              | 3.2  |             | Bylaws of the Company (1)                                          
|              | 4    |             | Form of Common Stock Certificate (1)                               
|              | 10.1 |             | Tax Agreement between the Company and the Existing Stockholders (1)
|              |      |             |                                                                    

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| | 10.2  |  | Channell Commercial Corporation 1996 Incentive Stock Plan (including form of Stock Option Agreements and Restricted Stock Agreement) (1)                                                                                                                                                                                                                             
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.3  |  | Loan and Security Agreement dated as of September 25, 2002 by and among the Company, Channell Commercial Canada Inc., Fleet Capital Corporation, Fleet Capital
Canada Corporation and, under the circumstances set forth therein, Fleet National Bank, London U.K. Branch, trading as Fleet Boston Financial, and the U.K. Borrowers (as defined therein, if any) (6)
| | 10.4  |  | Employment Agreement between the Company and William H. Channell, Sr. (1)                                                                                                                                                                                                                                                                                            
| | 10.5  |  | Employment Agreement between the Company and William H. Channell, Jr. (1)                                                                                                                                                                                                                                                                                            
| | 10.6  |  | Channell Commercial Corporation 1996 Performance-Based Annual Incentive Compensation Plan (1)                                                                                                                                                                                                                                                                        
| | 10.7  |  | Lease dated December 22, 1989 between the Company and William H. Channell, Sr., as amended (1)                                                                                                                                                                                                                                                                       
| | 10.8  |  | Lease dated May 29, 1996 between the Company and the Channell Family Trust (1)                                                                                                                                                                                                                                                                                       
| | 10.9  |  | Lease dated October 26, 2000 between the Company and Belston Developments Inc. (4)                                                                                                                                                                                                                                                                                   
| | 10.10 |  | Lease Agreement dated as of March 1, 1996 between Winthrop Resources Corp. and the Company (1)                                                                                                                                                                                                                                                                       
| | 10.11 |  | Form of Indemnity Agreement (1)                                                                                                                                                                                                                                                                                                                                      
| | 10.12 |  | Form of Agreement Regarding Intellectual Property (1)                                                                                                                                                                                                                                                                                                                
| | 10.13 |  | 401(k) Plan of the Company (3)                                                                                                                                                                                                                                                                                                                                       
| | 10.14 |  | A.C. Egerton (Holdings) PLC Share Purchase Agreement (2)                                                                                                                                                                                                                                                                                                             
| | 10.15 |  | Amendment to Employment Agreement between the Company and William H. Channell, Jr., dated December 31, 1998 (3)                                                                                                                                                                                                                                                      
| | 10.16 |  | Further Amendment to Employment  Agreement between the Company and William H. Channell, Jr., dated July 15, 2002 (5)                                                                                                                                                                                                                                                 
| | 10.17 |  | Lease dated June 27, 2002 between the Company and Ynez Street, Ltd (5)                                                                                                                                                                                                                                                                                               
| | 10.18 |  | Mutual Specific and General Release between the Company and Richard A. Cude, dated August 2, 2002 (7)                                                                                                                                                                                                                                                                
| | 99.1  |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by William H. Channell, Sr., CEO.
(8)                                                                                                                                                                                                          
| | 99.2  |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Thomas Liguori, CFO. (8)                                                                                                                                                                                                                    
| |       |  |                                                                                                                                                                                                                                                                                                                                                                      
| |       |  | (b)                                                                                                                                                                                                                                                                                                                                                                  

---

|(1) | Incorporated by reference to the indicated exhibits filed in connection with the Companys Registration Statement on Form S-1 (File No. 333-3621).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Incorporated by reference to the indicated exhibits filed in connection with the Companys Form 8-K on May 18, 1998.                              
|(3) | Incorporated by reference to the indicated exhibits filed in connection with the Companys Form 10-K on March 31, 1999.                           
|(4) | Incorporated by reference to the indicated exhibits filed in connection with the Companys Form 10-K on April 2, 2001.                            
|(5) | Incorporated by reference to the indicated exhibits filed in connection with the Companys Form 10-Q on August 9, 2002.                           
|(6) | Incorporated by reference to the indicated exhibits filed in connection with the Companys Form 8-K dated September 25, 2002.                     
|(7) | Incorporated by reference to the indicated exhibits filed in connection with the Companys Form 10-Q on November 12, 2002.                        
|(8) | Filed herewith.                                                                                                                                   

Page 13 of 16



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SIGNATURES

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

Dated:  May 9, 2003

| | CHANNELL COMMERCIAL CORPORATION
| | -------------------------------
| | (Registrant)                   
| |                                
| |                                
| | By:                            
| |                                
| |                                

Page 14 of 16



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CERTIFICATION

I, William H. Channell, Sr., certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of Channell Commercial Corporation;                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | a) designed such disclosure controls and procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report (the Evaluation Date); and                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent function):                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|6. | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:      May 9, 2003

| | /s/   William H. Channell, Sr.                                 | 
| | -------------------------------------------------------------- | 
| |                                                                | 
| | William H. Channell, Sr.  Chairman and Chief Executive Officer | 

Page 15 of 16



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CERTIFICATION

I, Thomas Liguori, certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of Channell Commercial Corporation;                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | a) designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report (the Evaluation Date); and                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent function):                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|6. | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|   |                                                                                                                                                                                                                                                                                                                                                                                          

Date:     May 9, 2003

| | /s/  Thomas Liguori                    | 
| | -------------------------------------- | 
| |                                        | 
| | Thomas Liguori Chief Financial Officer | 

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