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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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**Amendment No. 2
  to**

Form 10-KSB



ANNUAL REPORT UNDER SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

Commission File No.  0-14119-NY

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POLYMER RESEARCH CORP. OF AMERICA

(Exact name of registrant as specified in its
charter)



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|New York                                                                         |  | **11-2023495**                              
|-------------------------------------------------------------------------------- |  | --------------------------------------------
|(State or other jurisdiction
      of
      incorporation or
      organization) |  | (I.R.S. Employer
      Identification
  No.)



**2186 Mill Avenue, Brooklyn, New York       11234**

(Address
of principal executive
offices)                    
(Zip
Code)



(718) 444-4300

(Registrants telephone number, including area
code)



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**Securities registered pursuant to Section 12(b) of the Act:**NONE

**Securities registered pursuant to Section 12(g) of the Act:**Common
  Stock, $.01 par value

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
  past 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 ̈



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and
  no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part
  III of this Form 10-KSB or any amendment to this Form 10-KSB.

x



State issuers’ revenues for its most recent fiscal year - $2,127,457



The aggregate market value of voting stock held by non-affiliates of the
  Registrant at March 31, 2003, was approximately $1,195,696 based on the last sale price of such stock.



As of March 31, 2003, the Registrant had 2,053,644 shares of Common
  Stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE:            
                   NONE



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|ITEM 13. |  | Exhibits and Reports on Form 8-K is hereby amended to read in its          
|-------- |  | ---------------------------------------------------------------------------
|         |  | entirety as follows:                                                       
|         |  |                                                                            
|(a)      |  | Exhibits                                                                   
|         |  |                                                                            
|Exhibit  |  | Description                                                                
|         |  |                                                                            
|(3.1)    |  | Registrant's Certificate of Incorporation, as amended, (incorporated by    
|         |  | reference as previously filed with the United States Securities and        
|         |  | Exchange Commission on January 7, 1986 on Form 10). Amendment to           
|         |  | the Certificate of Incorporation dated July 23, 1988, (incorporated by     
|         |  | reference as previously filed with the United States Securities and        
|         |  | Exchange Commission in March 1991 with Form 10K)                           
|         |  |                                                                            
|(3.2)    |  | By Laws, as amended (incorporated by reference as previously filed with    
|         |  | the United States Securities and Exchange Commission on January 7,         
|         |  | 1986 on Form 10K)                                                          
|         |  |                                                                            
|(3.3)    |  | Shareholders Rights Plan.1                                                 
|         |  |                                                                            
|(4.1)    |  | SBA Disaster Loan Agreement dated February 13, 2003 between
      the SBA  
|         |  | and Registrant,1                                                           
|         |  |                                                                            
|* (10.1) |  | Employment Contract of Carl Horowitz, the Company's President, dated       
|         |  | March 17, 1998 (filed with 1998 Form 10K).                                 
|         |  |                                                                            
|* (10.3) |  | Retirement benefits agreement between the Company and Carl Horowitz,       
|         |  | dated July 26, 1994 (incorporated by reference as previously filed with the
|         |  | United States Securities and Exchange Commission in March, 1995 with       
|         |  | Form 10K).                                                                 
|* (10.4) |  | Retirement benefits agreement between the Company and Irene Horowitz,      
|         |  | dated July 26, 1994 (incorporated by reference as previously filed with the
|         |  | United States Securities and Exchange Commission in March, 1995 with       
|         |  | Form 10K).                                                                 
|         |  |                                                                            
|(23.1)   |  | Consent of Independent Accountants                                         
|         |  |                                                                            
|(99.1)   |  | Certificate of Chief Executive Officer pursuant to 18 U.S.C.ss.1350.       

______________________
  * Management Contract 1 Filed herewith

|(b) | Reports on Form 8-K | None
|--- | ------------------- | ----







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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this amendment to the report to be
  signed on its behalf by the undersigned thereunto duly authorized.



|                                                     |  |  |  | POLYMER RESEARCH CORPORATION OF AMERICA
               
        (registrant)
|---------------------------------------------------- |  |  |  | ----------------------------------------------------------------------------
|                                                     |  | 
|Date                                  
      ,  2003 |  |  |  | /s/  Carl Horowitz                                                          
|                                                     |  |  |  |                                                                             

| |  | 
| |  | 
| |  | 





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