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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 
20549

FORM 10-K/AAmendment No. 1

|x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2002; or
|- | ------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                     
|o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.                                           

Commission File Number 0-28582

|CHANNELL COMMERCIAL CORPORATION                             
|------------------------------------------------------------
|                                                            
|(Exact name of registrant as specified in its charter)      
|                                                            
|Delaware                                                    
|                                                            
|(State or other jurisdiction of incorporation)              
|                                                            
|26040 Ynez Road                                             
|Temecula, CA  92591                                         
|                                                            
|(Address of principal executive offices, including zip code)
|                                                            

Registrants telephone number, including area code: (909) 719-2600

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

|Title of Class               
|-----------------------------
|                             
|Common Stock, $0.01 Par Value

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

On March 25, 2003, the Registrant had 9,124,993 shares of Common Stock outstanding with a par value of $.01 per share.  The aggregate market value of the
4,104,863 shares held by non-affiliates of the Registrant was $28,734,041 computed by reference to the price at which the shares were last sold, as of the last business day of the Registrants most recently completed second fiscal
quarter.  Shares of Common Stock held by each officer and director and by each person who may be deemed to be an affiliate have been excluded.

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

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

DOCUMENTS INCORPORATED BY
REFERENCE

Part III of this Form 10-K incorporates by reference certain information from the Registrants definitive proxy statement
(the Proxy Statement) for its annual meeting of stockholders to be held on April 25, 2003.

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EXPLANATORY NOTE



On March 26, 2003, Channell Commercial Corporation filed its Annual Report on Form 10-K for its fiscal year
ended December 31, 2002 (the 2002 Form 10-K). The Company hereby amends the 2002 Form 10-K to include within it, on its signature page, the certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (the Section
302 Certifications). No other amendments or changes are or were made to the 2002 Form 10-K, which is set forth herein in its entirety. Although the Section 302 Certifications were sent to the Securities and Exchange Commission along with the
2002 Form 10-K on the date it was originally filed, such certifications were inadvertently labeled as correspondence and thus were not included as part of the public filing.



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SIGNATURES

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to Form 10-K Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Temecula, State of California, on March 28,
2003.

| | CHANNELL COMMERCIAL CORPORATION
| | -------------------------------
| | a Delaware corporation         
| |                                
| | By                             
| |                                
| |                                
| |                                





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CERTIFICATION

I, William H. Channell, Sr., Chairman and Chief Executive Officer, certify that:

|1. | I have reviewed this annual report on Form 10-K of Channell Commercial Corporation;                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                
|2. | Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                
|3. | Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                
|4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                
|   | b)                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                
|   | c)                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                
|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 the registrants Board of Directors (or persons performing the equivalent functions):                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                
|   | b)                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                
|6. | The registrants other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

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



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CERTIFICATION

I,
Thomas Liguori, Chief Financial Officer, certify that:

|1. | I have reviewed this annual report on Form 10-K of Channell Commercial Corporation;                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                
|2. | Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                
|3. | Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                
|4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                
|   | b)                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                
|   | c)                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                
|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 the registrants Board of Directors (or persons performing the equivalent functions):                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                
|   | b)                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                
|6. | The registrants other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

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

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