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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|x |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2003

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|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 number 0-10120

(FAFCO LOGO)
FAFCO, Inc.

(Exact name of Registrant as specified in its charter)


|                                                                          |  |                                                
|------------------------------------------------------------------------- |  | -----------------------------------------------
|California
(State or other jurisdiction of incorporation or organization) |  | 94-2159547
(I.R.S. Employer Identification No.)

435 Otterson Drive, Chico, California 95928
(Address, including zip code, of Registrants principal executive offices)

(530) 332-2100
(Companys telephone number, including area code)

Indicate by check mark whether the Company (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 Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X                      No

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

Yes                      No X

At
July 31, 2003, 3,891,529 shares of the Companys Common Stock, $.125 par
value were issued and outstanding.



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Page 1 of 15



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TABLE OF CONTENTS



|                               |                                                                                              |  |  |  |  |  |  | 
|------------------------------ | -------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Part I  FINANCIAL INFORMATION
|                               | Item 1  Financial Statements                                                               
|                               | Item 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                               | Item 3  Quantitative and Qualitative Disclosures About Market Risk                         
|                               | Item 4  Controls and Procedures                                                            
|Part II  OTHER INFORMATION   
|                               | Item 6  Exhibits and Reports on Form 8-K                                                   
|SIGNATURE                     
|EXHIBIT INDEX                 
|EXHIBIT 31.1                  
|EXHIBIT 31.2                  
|EXHIBIT 32.1                  



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##### Table of Contents






Part I  FINANCIAL INFORMATION




Item 1  Financial Statements

FAFCO, Inc.
CONDENSED CONSOLIDATED BALANCE SHEET

|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |            |  
|-------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------- | ---------- | ----------------- | - | ---------- | ---------- | -
|                                                                                                   |                                                                                                                                                                                                                                                                                |   | June 30, 2003 |            | December 31, 2002
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                  
|                                                                                                   |                                                                                                                                                                                                                                                                                |   | (unaudited)   |            |                   |   |           
|Assets                                                                                             |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Current assets:                                                                                    |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Cash and cash equivalents                                                                          |                                                                                                                                                                                                                                                                                | $ | 237,500       |            |                   | $ | 100,400    |           
|Accounts receivable, less allowance for doubtful accounts of
$493,400 in 2003 and $292,000 in 2002 |                                                                                                                                                                                                                                                                                |   | 2,551,700     |            |                   |   | 1,974,200  |           
|Current portion of long term notes receivable                                                      |                                                                                                                                                                                                                                                                                |   | 11,400        |            |                   |   | 11,400     |           
|Inventories                                                                                        |                                                                                                                                                                                                                                                                                |   | 1,020,300     |            |                   |   | 1,331,900  |           
|Prepaid expenses and other current assets                                                          |                                                                                                                                                                                                                                                                                |   | 281,800       |            |                   |   | 264,200    |           
|Other accounts receivable, net of allowance                                                        |                                                                                                                                                                                                                                                                                |   | 400           |            |                   |   | 9,600      |           
|Deferred tax asset                                                                                 |                                                                                                                                                                                                                                                                                |   | 206,200       |            |                   |   | 206,200    |           
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Total current assets                                                                               |                                                                                                                                                                                                                                                                                | $ | 4,309,300     |            |                   |   | 3,897,900  |           
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Property, plant and equipment, at cost                                                             |                                                                                                                                                                                                                                                                                |   | 8,389,100     |            |                   |   | 8,290,200  |           
|Less accumulated depreciation and amortization                                                     |                                                                                                                                                                                                                                                                                |   | (2,719,600    | )          |                   |   | (2,490,800 | )         
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|                                                                                                   |                                                                                                                                                                                                                                                                                |   | 5,669,500     |            |                   |   | 5,799,400  |           
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Notes receivable less current portion and other assets (net)                                       |                                                                                                                                                                                                                                                                                |   | 67,200        |            |                   |   | 72,000     |           
|Deferred tax asset, net of allowance                                                               |                                                                                                                                                                                                                                                                                |   | 99,800        |            |                   |   | 272,400    |           
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Total assets                                                                                       |                                                                                                                                                                                                                                                                                | $ | 10,145,800    |            |                   | $ | 10,041,700 |           
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Liabilities and shareholders equity                                                               |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Current Liabilities:                                                                               |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|                                                                                                   | Notes payable to bank  current portion                                                                                                                                                                                                                                        |   | $             | 149,200    |                   |   | $          | 229,300    |  
|                                                                                                   | Accounts payable and other accrued expenses                                                                                                                                                                                                                                    |   |               | 1,128,800  |                   |   |            | 1,292,300  |  
|                                                                                                   | Accrued compensation and benefits                                                                                                                                                                                                                                              |   |               | 469,900    |                   |   |            | 338,400    |  
|                                                                                                   | Accrued warranty expense                                                                                                                                                                                                                                                       |   |               | 292,600    |                   |   |            | 291,700    |  
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Total current liabilities                                                                          |                                                                                                                                                                                                                                                                                |   | 2,040,500     |            |                   |   | 2,151,700  |           
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Mortgage                                                                                           |                                                                                                                                                                                                                                                                                |   | 3,284,300     |            |                   |   | 3,284,600  |           
|Notes payable to bank  less current portion                                                       |                                                                                                                                                                                                                                                                                |   | 195,900       |            |                   |   | 250,900    |           
|Subordinated debt                                                                                  |                                                                                                                                                                                                                                                                                |   | 500,000       |            |                   |   | 500,000    |           
|Other non-current liabilities                                                                      |                                                                                                                                                                                                                                                                                |   | 13,900        |            |                   |   | 26,400     |           
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Total liabilities                                                                                  |                                                                                                                                                                                                                                                                                | $ | 6,034,600     |            |                   | $ | 6,213,600  |           
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Commitments and contingent liabilities                                                             |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Shareholders equity:                                                                              |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|                                                                                                   | Preferred Stock-authorized 1,000,000 shares of $1.00 par
value, none of which has been issued
Common Stock-authorized 10,000,000 shares of $0.125 par
value; 3,891,529 issued and outstanding as of June 30,
2003 and 3,855,591 issued and outstanding as of December 31, 2002 |   | $             | 486,400    |                   |   | $          | 481,900    |  
|                                                                                                   | Capital in excess of par value                                                                                                                                                                                                                                                 |   |               | 5,139,100  |                   |   |            | 5,137,300  |  
|                                                                                                   | Notes receivable secured by common stock                                                                                                                                                                                                                                       |   |               | (75,100    | )                 |   |            | (75,100    | )
|                                                                                                   | Accumulated deficit                                                                                                                                                                                                                                                            |   |               | (1,439,200 | )                 |   |            | (1,716,000 | )
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Total shareholders equity                                                                         |                                                                                                                                                                                                                                                                                | $ | 4,111,200     |            |                   | $ | 3,828,100  |           
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           
|Total liabilities and shareholders equity                                                         |                                                                                                                                                                                                                                                                                | $ | 10,145,800    |            |                   | $ | 10,041,700 |           
|                                                                                                   |                                                                                                                                                                                                                                                                                |   |               |            |                   |   |            |           

The accompanying notes are an integral part of this statement.

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Part I  FINANCIAL INFORMATION  (continued)

FAFCO, Inc.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)

|                                   |                          |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |           | 
|---------------------------------- | ------------------------ | - | ------------- | --------- | ---------------- | - | --------- | --------- | ---- | - | --------- | --------- |  | - | --------- | --------- | 
|                                   |                          |   | Quarter Ended |           | Six Months Ended
|                                   |                          |   | June 30       |           | June 30         
|                                   |                          |   |               |           |                 
|                                   |                          |   | 2003          |           | 2002             |   | 2003      |           | 2002
|                                   |                          |   |               |           |                  |   |           |           |     
|Net sales                          |                          | $ | 4,185,000     |           |                  | $ | 4,520,200 |           |      | $ | 7,971,600 |           |  | $ | 8,272,800 |          
|Other income (net)                 |                          |   | (30,800       | )         |                  |   | (6,800    | )         |      |   | (40,900   | )         |  |   | (23,900   | )        
|                                   |                          |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |          
|                                   | Total revenues           |   |               | 4,154,200 |                  |   |           | 4,513,400 |      |   |           | 7,930,700 |  |   |           | 8,248,900 | 
|                                   |                          |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |          
|Cost of goods sold                 |                          |   | 2,333,900     |           |                  |   | 2,515,900 |           |      |   | 4,439,900 |           |  |   | 4,753,800 |          
|Marketing and selling expense      |                          |   | 694,500       |           |                  |   | 670,900   |           |      |   | 1,473,100 |           |  |   | 1,373,300 |          
|General and administrative expense |                          |   | 762,500       |           |                  |   | 517,600   |           |      |   | 1,251,700 |           |  |   | 925,600   |          
|Research and development expense   |                          |   | 68,500        |           |                  |   | 95,100    |           |      |   | 148,800   |           |  |   | 164,300   |          
|Net interest expense               |                          |   | 71,600        |           |                  |   | 118,100   |           |      |   | 157,000   |           |  |   | 233,300   |          
|                                   |                          |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |          
|                                   | Total costs and expenses |   |               | 3,931,000 |                  |   |           | 3,917,600 |      |   |           | 7,470,500 |  |   |           | 7,450,300 | 
|                                   |                          |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |          
|Income before income taxes         |                          |   | 223,200       |           |                  |   | 595,800   |           |      |   | 460,200   |           |  |   | 798,600   |          
|Provision for income taxes         |                          |   | 76,000        |           |                  |   | 251,700   |           |      |   | 183,400   |           |  |   | 305,000   |          
|                                   |                          |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |          
|Net income                         |                          | $ | 147,200       |           |                  | $ | 344,100   |           |      | $ | 276,800   |           |  | $ | 493,600   |          
|                                   |                          |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |          
|Basic net income per share         |                          | $ | 0.04          |           |                  | $ | 0.09      |           |      | $ | 0.07      |           |  | $ | 0.13      |          
|Diluted net income per share       |                          | $ | 0.04          |           |                  | $ | 0.08      |           |      | $ | 0.07      |           |  | $ | 0.12      |          
|                                   |                          |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |          

The accompanying notes are an integral part of this statement.

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Part I  FINANCIAL INFORMATION (continued)

FAFCO, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

|                                                                                            |                                                          |   |                  |          |      |   |          |            |  
|------------------------------------------------------------------------------------------- | -------------------------------------------------------- | - | ---------------- | -------- | ---- | - | -------- | ---------- | -
|                                                                                            |                                                          |   | Six Months Ended
|                                                                                            |                                                          |   | March 31,       
|                                                                                            |                                                          |   |                 
|                                                                                            |                                                          |   | 2003             |          | 2002
|                                                                                            |                                                          |   |                  |          |     
|Cash flow from operating activities:                                                        |                                                          |   |                  |          |      |   |          |           
|Net income                                                                                  |                                                          | $ | 276,800          |          |      | $ | 493,600  |           
|Adjustments to reconcile net income to net cash provided by
(used in) operating activities: |                                                          |   |                  |          |      |   |          |           
|                                                                                            | Depreciation and amortization                            |   |                  | 253,900  |      |   |          | 278,600    |  
|                                                                                            | Write offs and allowance for doubtful accounts           |   |                  | 201,500  |      |   |          | 60,500     |  
|                                                                                            | Gain on disposition of fixed assets                      |   |                  | (5,600   | )    |   |          |            |  
|Change in assets and liabilities:                                                           |                                                          |   |                  |          |      |   |          |           
|                                                                                            | Accounts receivable                                      |   |                  | (769,800 | )    |   |          | (1,194,200 | )
|                                                                                            | Inventories                                              |   |                  | 311,600  |      |   |          | (267,800   | )
|                                                                                            | Prepaid expenses and other assets                        |   |                  | (17,600  | )    |   |          | (97,200    | )
|                                                                                            | Deferred tax assets                                      |   |                  | 172,600  |      |   |          | 252,700    |  
|                                                                                            | Other assets (net)                                       |   |                  |         |      |   |          |           |  
|                                                                                            | Payables, accrued expenses and other current liabilities |   |                  | (31,100  | )    |   |          | 600,100    |  
|                                                                                            | Other non-current liabilities                            |   |                  | (12,500  | )    |   |          | 3,400      |  
|                                                                                            |                                                          |   |                  |          |      |   |          |           
|Net cash provided by operating activities                                                   |                                                          |   | 379,800          |          |      |   | 129,700  |           
|                                                                                            |                                                          |   |                  |          |      |   |          |           
|Cash flow from investing activities:                                                        |                                                          |   |                  |          |      |   |          |           
|                                                                                            | Purchase of fixed assets                                 |   |                  | (126,800 | )    |   |          | (224,900   | )
|                                                                                            | Proceeds from sale of fixed assets                       |   |                  | 13,200   |      |   |          |            |  
|                                                                                            |                                                          |   |                  |          |      |   |          |           
|Net cash used in investing activities                                                       |                                                          |   | (113,600         | )        |      |   | (224,900 | )         
|                                                                                            |                                                          |   |                  |          |      |   |          |           
|Cash flow from financing activities:                                                        |                                                          |   |                  |          |      |   |          |           
|                                                                                            | Proceeds from exercise of stock options                  |   |                  | 6,300    |      |   |          |            |  
|                                                                                            | Proceeds of subordinated debt issuance                   |   |                  |         |      |   |          | 500,000    |  
|                                                                                            | Proceeds from bank line of credit                        |   |                  | 977,700  |      |   |          | 1,913,900  |  
|                                                                                            | Repayment of bank line of credit                         |   |                  | (977,700 | )    |   |          | (2,290,000 | )
|                                                                                            | Repayment of notes payable to bank                       |   |                  | (135,100 | )    |   |          | (120,100   | )
|                                                                                            | Repayment of mortgage                                    |   |                  | (300     | )    |   |          | (14,600    | )
|                                                                                            |                                                          |   |                  |          |      |   |          |           
|Net cash used in financing activities                                                       |                                                          |   | (129,100         | )        |      |   | (10,800  | )          |  
|                                                                                            |                                                          |   |                  |          |      |   |          |           
|Net decrease in cash and cash equivalents                                                   |                                                          |   | 137,100          |          |      |   | (106,000 | )         
|Cash and cash equivalents, beginning of period                                              |                                                          |   | 100,400          |          |      |   | 121,200 
|                                                                                            |                                                          |   |                  |          |      |   |          |           
|Cash and cash equivalents, end of period                                                    |                                                          | $ | 237,500          |          |      | $ | 15,200   |           
|                                                                                            |                                                          |   |                  |          |      |   |          |           
|Supplemental disclosures of cash flow information:                                          |                                                          |   |                  |          |      |   |          |           
|                                                                                            | Cash paid during the period for interest                 |   | $                | 173,900  |      |   | $        | 223,000    |  
|                                                                                            | Cash paid during the period for income taxes             |   | $                | 4,000    |      |   | $        | 300        |  

Non-Cash Financing Activity
In January 2002, the Company recorded $28,800, the deemed fair value of the
warrants to purchase common shares with the issuance of the subordinated notes.
See Note 4

The accompanying notes are an integral part of this statement.

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Part I  FINANCIAL INFORMATION (continued)

FAFCO, Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.     The accompanying financial statements of FAFCO, Inc. (the Company) have
been prepared in accordance with accounting principles generally accepted in
the United States for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements.
However, in the opinion of the Companys management, all adjustments necessary
for a fair statement of results for the periods presented have been included.
The results for the period ended June 30, 2003 are not necessarily indicative
of results to be expected for the entire year. These financial statements,
notes, and analyses should be read in conjunction with the Companys Annual
Report on Form 10-K for the year ended December 31, 2002.

The Company applies the intrinsic value method or variable accounting treatment
to our stock awards, depending on the nature of the award. The following table
summarizes relevant information as if the fair value recognition provisions of
SFAS No. 123, Accounting for Stock Based Compensation, had been applied to
all stock-based awards (in thousands, except per share data):

|                                                                                               |  |               |         |                  |  |      |         |      |  |   |         |  |  |   |         | 
|---------------------------------------------------------------------------------------------- |  | ------------- | ------- | ---------------- |  | ---- | ------- | ---- |  | - | ------- |  |  | - | ------- | 
|                                                                                               |  | Quarter Ended |         | Six Months Ended
|                                                                                               |  | June 30       |         | June 30         
|                                                                                               |  |               |         |                 
|                                                                                               |  | 2003          |         | 2002             |  | 2003 |         | 2002
|                                                                                               |  |               |         |                  |  |      |         |     
|Net income, as reported                                                                        |  | $             | 147,200 |                  |  | $    | 344,100 |      |  | $ | 276,800 |  |  | $ | 493,600 | 
|Add: Stock-based
compensation, as
reported                                                     |  |               | N/A     |                  |  |      | N/A     |      |  |   | N/A     |  |  |   | N/A     | 
|Deduct: Total
stock-based
compensation determined
under fair value based
method for all awards |  |               | N/A     |                  |  |      | N/A     |      |  |   | N/A     |  |  |   | N/A     | 
|Adjusted net income,
fair value method for
all stock-based awards                              |  | $             | 147,200 |                  |  | $    | 344,100 |      |  | $ | 276,800 |  |  | $ | 493,600 | 
|Adjusted and diluted
income per share, as
reported                                             |  | $             | 0.04    |                  |  | $    | 0.09    |      |  | $ | 0.07    |  |  | $ | 0.13    | 
|Basic and diluted
income per share, SFAS
No. 123 adjusted                                      |  | $             | 0.04    |                  |  | $    | 0.08    |      |  | $ | 0.07    |  |  | $ | 0.12    | 

2.     Basic and diluted net income per share is calculated using the weighted
average number of common and common equivalent shares outstanding during the
periods presented. [See Note 5]

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Part I  FINANCIAL INFORMATION  (continued)

3.     Inventories are valued at the lower of cost, determined on a first in, first
out (FIFO) basis, or market, and consist of the following.

|                |  |               |           |                   |  |   |           | 
|--------------- |  | ------------- | --------- | ----------------- |  | - | --------- | 
|                |  | June 30, 2003 |           | December 31, 2002
|                |  |               |           |                  
|Raw materials   |  | $             | 487,300   |                   |  | $ | 636,600   | 
|Work in process |  |               | 278,200   |                   |  |   | 329,900   | 
|Finished goods  |  |               | 254,800   |                   |  |   | 365,400   | 
|                |  |               |           |                   |  |   |           | 
|                |  | $             | 1,020,300 |                   |  | $ | 1,331,900 | 
|                |  |               |           |                   |  |   |           | 

4.     The Company has a line of credit agreement with Butte Community Bank, which
allows the Company to borrow the lesser of $1,000,000 or an amount determined
by a formula applied to accounts receivable. Unused borrowing capacity was
$1,000,000 at June 30, 2003. Amounts borrowed bear interest at prime rate plus
1.5% (5.5% at June 30, 2003) per annum and are secured by substantially all the
assets of the Company. This line of credit expires on August 10, 2004.

In addition to the line of credit, the Company has a 60-month term loan
available in the amount of $500,000 bearing interest at prime plus 1.5% (5.5%
at June 30, 2003). At June 30, 2003, the Company had an outstanding balance of
$304,300 on this loan facility.

The Company had a 36-month term loan facility in the amount of $445,000,
bearing interest at prime plus 1.5 %. This loan was paid off in May 2003.

The Company has a $3,400,00 mortgage loan with a maturity date of June 10,
2030. Principal is amortized over a 29 1/2 year term from January 10,
2001. The initial interest rate on this mortgage loan was 9.05%. In November
2002, the interest rate was renegotiated and adjusted to 8%. In March 2003,
the interest rate was again renegotiated downward and is currently fixed at
6.75%. The interest rate will be changed on April 10th of each fifth year to
the then current prime rate plus .35%. The balance on this mortgage at June
30, 2003, was $3,325,100.

In January 2002, the Company issued $500,000 in principal amount of
subordinated notes, accompanied by warrants to purchase up to 200,000 shares of
the common stock of the Company. The warrants have an exercise price of $0.125
per share. The Company recorded $28,800 as a discount and additional paid in
capital for the deemed fair value of the warrants. The discount is being
amortized over the term of the notes. The three-year notes bear interest,
payable quarterly, at an initial annual rate of 10%, increasing to 12% for all
periods after the first anniversary of the date of the notes. The notes are
subordinated to bank borrowings and other secured indebtedness for money
borrowed. The Company may at its option call the notes for redemption at any
time with ten (10) days notice. Holders of the notes are entitled to certain
rights with respect to registration of the common stock issuable upon exercise
of the warrants. The Chairman and Chief Executive Officer of the Company and
his spouse purchased notes with a principal amount of $150,000 in this
offering, and received warrants to purchase 30,000 shares of common stock.

5.     Net Income Per Share

Basic earnings per share were calculated as follows:

|                                  |  |               |           |                  |  |      |           |      |  |   |           |  |  |   |           | 
|--------------------------------- |  | ------------- | --------- | ---------------- |  | ---- | --------- | ---- |  | - | --------- |  |  | - | --------- | 
|                                  |  | Quarter Ended |           | Six Months Ended
|                                  |  | June 30       |           | June 30         
|                                  |  |               |           |                 
|                                  |  | 2003          |           | 2002             |  | 2003 |           | 2002
|                                  |  |               |           |                  |  |      |           |     
|Net income                        |  | $             | 147,200   |                  |  | $    | 344,100   |      |  | $ | 276,800   |  |  | $ | 493,600   | 
|Average common shares outstanding |  |               | 3,877,069 |                  |  |      | 3,855,591 |      |  |   | 3,866,448 |  |  |   | 3,855,591 | 
|                                  |  |               |           |                  |  |      |           |      |  |   |           |  |  |   |           | 
|Earnings per share                |  | $             | 0.04      |                  |  | $    | 0.09      |      |  | $ | 0.07      |  |  | $ | 0.13      | 
|                                  |  |               |           |                  |  |      |           |      |  |   |           |  |  |   |           | 

Basic earnings per share are calculated by dividing net income by the weighted
average number of shares issued and outstanding.

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Part I  FINANCIAL INFORMATION (continued)

Diluted earnings per share are calculated by dividing net income by the
weighted average number of shares issued and outstanding.

Diluted earnings per share were calculated as follows:

|                                                                                                     |  |               |           |                  |  |      |           |      |  |   |           |  |  |   |           | 
|---------------------------------------------------------------------------------------------------- |  | ------------- | --------- | ---------------- |  | ---- | --------- | ---- |  | - | --------- |  |  | - | --------- | 
|                                                                                                     |  | Quarter Ended |           | Six Months Ended
|                                                                                                     |  | June 30       |           | June 30         
|                                                                                                     |  |               |           |                 
|                                                                                                     |  | 2003          |           | 2002             |  | 2003 |           | 2002
|                                                                                                     |  |               |           |                  |  |      |           |     
|Adjusted net income                                                                                  |  | $             | 147,200   |                  |  | $    | 344,100   |      |  | $ | 276,800   |  |  | $ | 493,600   | 
|Average common shares outstanding                                                                    |  |               | 3,877,069 |                  |  |      | 3,855,591 |      |  |   | 3,866,448 |  |  |   | 3,855,591 | 
|Add: Exercise of options reduced by the number
of shares purchasable with proceeds                   |  |               | 122,418   |                  |  |      | 132,633   |      |  |   | 126,795   |  |  |   | 140,435   | 
|Add: Exercise of warrants reduced by the
number of shares purchasable with proceeds                  |  |               | 58,389    |                  |  |      | 61,875    |      |  |   | 62,689    |  |  |   | 69,154    | 
|Add: Exercise of warrants attached to debt
reduced by the number of shares purchasable
with proceeds |  |               | 129,577   |                  |  |      | 66,667    |      |  |   | 134,211   |  |  |   | 70,588    | 
|                                                                                                     |  |               |           |                  |  |      |           |      |  |   |           |  |  |   |           | 
|Adjusted weighted average shares outstanding                                                         |  |               | 4,187,454 |                  |  |      | 4,116,766 |      |  |   | 4,190,143 |  |  |   | 4,153,768 | 
|                                                                                                     |  |               |           |                  |  |      |           |      |  |   |           |  |  |   |           | 
|Earnings per common share assuming full dilution                                                     |  | $             | 0.04      |                  |  | $    | 0.08      |      |  | $ | 0.07      |  |  | $ | 0.12      | 
|                                                                                                     |  |               |           |                  |  |      |           |      |  |   |           |  |  |   |           | 

At June 30, 2003, options and warrants for the purchase of 120,500 shares of
common stock at prices ranging from $0.50 to $0.55 were antidilutive and
therefore not included in the computation of diluted earnings per share. At
June 30, 2002, options and warrants for the purchase of 155,500 shares of
common stock at prices ranging from $0.50 to $0.56 were antidilutive and
therefore not included in the computations of diluted earnings per share.

6.     Business Segment and Concentration of Credit Risk

Business Segment. The Company operates in one business segment, the
development, production and marketing of polymer heat exchangers for the solar
and thermal energy storage markets worldwide.

|             |                         |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |           | 
|------------ | ----------------------- | - | ------------- | --------- | ---------------- | - | --------- | --------- | ---- | - | --------- | --------- |  | - | --------- | --------- | 
|             |                         |   | Quarter Ended |           | Six Months Ended
|             |                         |   | June 30       |           | June 30         
|             |                         |   |               |           |                 
|             |                         |   | 2003          |           | 2002             |   | 2003      |           | 2002
|             |                         |   |               |           |                  |   |           |           |     
|Product Line |                         |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |          
|Net Sales    |                         |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |          
|             | Pool Products           |   | $             | 3,268,400 |                  |   | $         | 3,237,500 |      |   | $         | 5,944,300 |  |   | $         | 6,133,100 | 
|             | Thermal Energy Products |   |               | 916,600   |                  |   |           | 1,282,700 |      |   |           | 2,027,300 |  |   |           | 2,139,700 | 
|             |                         |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |          
|             |                         | $ | 4,185,000     |           |                  | $ | 4,520,200 |           |      | $ | 7,971,600 |           |  | $ | 8,272,800 |          
|             |                         |   |               |           |                  |   |           |           |      |   |           |           |  |   |           |          

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Part I  FINANCIAL INFORMATION  (continued)

Geographic information for revenues and long-lived assets are as follows:

|          |         |       |           |               |         |                  |           |      |         |      |           |  |           |   |           |  |           | 
|--------- | ------- | ----- | --------- | ------------- | ------- | ---------------- | --------- | ---- | ------- | ---- | --------- |  | --------- | - | --------- |  | --------- | 
|          |         |       |           | Quarter Ended |         | Six Months Ended
|          |         |       |           | June 30       |         | June 30         
|          |         |       |           |               |         |                 
|          |         |       |           | 2003          |         | 2002             |           | 2003 |         | 2002
|          |         |       |           |               |         |                  |           |      |         |     
|Net Sales |         |       |           |               |         |                  |           |      |         |      |           |  |           |   |           | 
|Domestic  |         | $     | 3,748,000 |               |         | $                | 3,518,400 |      |         | $    | 6,670,000 |  |           | $ | 6,745,300 | 
|          | Foreign |       |           |               |         |                  |           |      |         |      |           |  |           |   |           |  |          
|          |         | Japan |           |               | 305,000 |                  |           |      | 703,900 |      |           |  | 1,041,500 |   |           |  | 1,013,100 | 
|          |         | Other |           |               | 132,000 |                  |           |      | 297,900 |      |           |  | 260,100   |   |           |  | 514,400   | 
|          |         |       |           |               |         |                  |           |      |         |      |           |  |           |   |           | 
|          |         | $     | 4,185,000 |               |         | $                | 4,520,200 |      |         | $    | 7,971,600 |  |           | $ | 8,272,800 | 
|          |         |       |           |               |         |                  |           |      |         |      |           |  |           |   |           | 

Long-lived assets:

|         |  |               |           |                   |  |   |           | 
|-------- |  | ------------- | --------- | ----------------- |  | - | --------- | 
|         |  | June 30, 2003 |           | December 31, 2002
|         |  |               |           |                  
|Domestic |  | $             | 5,669,500 |                   |  | $ | 5,799,400 | 

For the six months ended June 30, 2003, the Company had one major customer who
accounted for 10% or more of sales totaling $1,041,500. For the quarter ended
June 30, 2003, the Company had no single customer who accounted for 10% or more
of sales.

For the six months ended June 30, 2002, the Company had one major customer
who accounted for 10% or more of sales, totaling $1,013,100. For the quarter
ended June 30, 2002, the Company had one major customer who accounted for 10%
or more of sales totaling $703,900.

Concentration of Credit Risk: Most of the Companys business activity is with
customers located in California, Florida and foreign countries. As of June 30,
2003, unsecured trade accounts receivable for customers in California, Florida,
and foreign countries were $642,400, $1,289,500, and $405,500.

7.     Property, Plant and Equipment

Property, plant and equipment consist of the following:

|                                               |  |               |            |                   |  |   |            |  
|---------------------------------------------- |  | ------------- | ---------- | ----------------- |  | - | ---------- | -
|                                               |  | June 30, 2003 |            | December 31, 2002
|                                               |  |               |            |                  
|Building                                       |  | $             | 3,679,100  |                   |  | $ | 3,679,100  |  
|Land                                           |  |               | 550,400    |                   |  |   | 550,400    |  
|Machinery and equipment                        |  |               | 2,695,900  |                   |  |   | 2,649,500  |  
|Office and computer equipment                  |  |               | 551,200    |                   |  |   | 477,800    |  
|Leasehold improvements                         |  |               | 599,800    |                   |  |   | 599,800    |  
|Vehicles                                       |  |               | 312,700    |                   |  |   | 333,600    |  
|                                               |  |               |            |                   |  |   |            |  
|                                               |  | $             | 8,389,100  |                   |  | $ | 8,290,200  |  
|Less accumulated depreciation
and amortization |  |               | (2,719,600 | )                 |  |   | (2,490,800 | )
|                                               |  |               |            |                   |  |   |            |  
|                                               |  | $             | 5,669,500  |                   |  | $ | 5,799,400  |  
|                                               |  |               |            |                   |  |   |            |  

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Part I  FINANCIAL INFORMATION  (continued)




Item 2

MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)

This Managements Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. The forward-looking statements involve risks and uncertainties,
including, among other things, the uncertainties associated with forecasting
future revenues, costs and expenses. Our actual results may differ materially
from the results discussed in the forward-looking statements. You are
cautioned not to place undue reliance on the forward-looking statements, which
speak only as of the date of this report. Factors that might cause such a
difference include, but are not limited to, those discussed below and under
Factors Affecting Future Results. We assume no obligation to update such
forward-looking statements or to update the reasons why actual results could
differ materially from those anticipated in such forward-looking statements.

You should read the following discussion in conjunction with the interim
condensed consolidated financial statements and notes included elsewhere in
this report and in other reports and documents filed from time to time with the
Securities and Exchange Commission.

Results of Operations

Net sales for the quarter ended June 30 decreased by 7.4 % to $4,185,000 in
2003 from $4,520,200 in 2002 and decreased by 3.6% to $7,971,600 in the first
half of 2003 from $8,272,800 in the corresponding period in 2002.

Net sales of the Companys pool products were 4.7% lower in the first half of
2003 than in the corresponding period in 2002 due mainly to decreased sales of
its Above Ground Pool heating systems. This decrease, which the Company
attributes to poor weather conditions in the primary Above Ground market areas,
was offset in part by increased sales of the Companys other pool products.
IceStor sales were 4.8% lower in the first half of 2003 than in the
corresponding period in 2002 due to increased unit sales of lower-priced
products to the Companys international customers, offset in part by increased
sales in the domestic market.

Cost of goods sold decreased to $2,333,900 (55.8% of net sales) in the quarter
ended June 30, 2003 from $2,515,900 (55.7% of net sales) in the corresponding
period in 2002. This 7.2% decrease in absolute dollars was due primarily to
decreased sales. For the first half of 2003 cost of goods sold decreased to
$4,439,900 (55.7% of net sales) from $4,753,800 (57.5% of net sales). This
6.6% decrease in absolute dollars was due to decreased sales during the 2nd
quarter combined with increased production efficiencies experienced during the
1st quarter.

Marketing and selling expenses remained relatively stable in absolute dollars
for the second quarter at $694,500 (16.6% of net sales) in 2003 compared with
$670,900 (14.8% of net sales) in the second quarter of 2002. The increase as a
percent of sales was due to the decrease in sales for the quarter. Marketing
and selling expenses increased to $1,473,100 (18.5% of net sales) for the first
six months of 2003 compared with $1,373,300 (16.6% of net sales) for the
corresponding period in 2002. This 7.3% increase was due primarily to costs
associated with market research projects and trade shows, along with increased
lead generation and personnel-related costs pertaining to the Companys retail
office in Tampa, Florida.

General and administrative expenses increased to $762,500 (18.2% of net sales)
in the second quarter of 2003 compared with $517,600 (11.5% of net sales) in
the second quarter of 2002, and to $1,251,700 (15.7% of net sales) for the
first six months of 2003 compared with $925,600 (11.2% of net sales) in 2002.
This 35.2% increase in absolute dollars was due primarily to a $188,500
adjustment to the bad debt reserve due to business difficulties experienced by
a single large customer, and to costs associated with a proposed reverse stock
split. Additional

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Part I  FINANCIAL INFORMATION  (continued)

contributing costs relate to a variety of business expenses such as credit card
processing fees and small equipment purchases along with personnel-related
costs pertaining to the Companys retail office in Tampa, Florida.

Research and development expenses decreased to $68,500 (1.6% of net sales) in
the second quarter of 2003 from $95,100 (2.1% of net sales) in 2002 and
decreased to $148,800 (1.9% of net sales) for the first six months of 2003
compared with $164,300 (2.0% of net sales) for the corresponding period in
2002. This 9.5% decline in absolute dollars was due to a reduction in personnel
resulting from a restructuring of the department.

Net interest expenses decreased to $71,600 (1.7% of net sales) in the second
quarter of 2003 compared with $118,100 (2.6% of net sales) in the second
quarter of 2002 and from $157,000 (2.0% of net sales) in the first six months
of 2003 compared with $233,300 (2.8% of net sales) in the corresponding period
in 2002. These decreases were primarily the result of a reduction in the
interest rate on the Companys mortgage on its facility in Chico, California,
along with decreased borrowings against the Companys line of credit and the
pay-off of a term loan facility.

Liquidity and Capital Resources

The Companys cash position increased to $237,500 at June 30, 2003 from
$100,400 at December 31, 2002. This increase was due to cash provided by
operations offset in part by purchases of fixed assets and pay down of accounts
and notes payable.

At June 30, 2003, the Companys net accounts receivable had increased to
$2,551,700 from $1,974,200 at December 31, 2002. This increase was due mainly
to the seasonal increase in sales during the second quarter of 2003, offset in
part by an increase to the bad debt reserve. This increase to the reserve was
due to an adjustment resulting from business difficulties experienced by a
single large customer, and is not expected to have a significant effect on the
Companys liquidity.

At June 30, 2003, the Companys accounts payable and other accrued expenses had
decreased to $1,128,800 from $1,292,300 at December 31, 2002. This was due
primarily to decreased inventory purchases resulting from a planned seasonal
reduction of the Companys inventories.

At June 30, 2003, the Companys inventories had decreased to $1,020,300 from
$1,331,900 at December 31, 2002. This decrease was due to the seasonal
increase in pool product sales during the second quarter, combined with a
planned seasonal reduction of the Companys inventories.

At June 30, 2003, the Companys accrued compensation and benefits had increased
to $469,900 from $338,400 at December 31, 2002. These increases were due to an
increase in payroll-related accruals along with a build-up in the vacation
accrual account.

At June 30, 2003, the Companys current ration was 2.11:1.00 compared to
1.81:1.00 at December 21, 2002. The Company had working capital of $2,268,800
at June 30, 2003 compared with $1,746,200 at December 31, 2002. Total assets
exceeded total liabilities by $4,111,200 at June 30, 2003 compared with
$3,828,100 at December 31, 2002.

The Company believes that its cash flow from operations, together with bank
borrowing and availability under its bank revolving line of credit, will be
sufficient to support operations during the next twelve months. The foregoing
statement of how long the Companys capital resources are expected to last is a
forward-looking statement involving risks and uncertainties, including the
amount of the variability of demand for the Companys products and uncertainty
regarding the ability of the Company to control its operating expenses. If
sales decline from current levels additional debt or equity financing may be
required. There can be no assurance that such additional financing, if
required, would be available on favorable terms or at all or that such
financing would not significantly dilute the ownership interests and rights of
existing shareholders.

The Company has a line of credit, of which $0 had been utilized, and $1,000,000
remained available at June 30, 2003. This line of credit expires on August
10, 2004.

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Part I  FINANCIAL INFORMATION  (continued)

The Company also has a 60-month term loan facility available in the amount of
$500,000 bearing interest at prime plus 1.5%. At June 30, 2003, the Company
had an outstanding balance of $304,300 on this loan facility.

The Company has a $3,400,000 mortgage loan with a maturity date of June 10,
2030. Principal is amortized over a 29 1/2 year term from January 10,
2001. The initial interest rate on this mortgage loan was 9.05%. In November
2002, the interest rate was renegotiated and adjusted to 8%. In March 2003,
the interest rate was again renegotiated downward and is currently fixed at
6.75%. The interest rate will be changed on April 10th of each fifth year to
the then current prime rate plus .35%. The balance on this mortgage at June
30, 2003, was $3,325,100.

The Company had a 36-month term loan facility in the amount of $445,000,
beaming interest at prime plus 1.5 %. This loan was paid off in May 2003.

The Company has outstanding promissory notes with an aggregate principle amount
of $500,000 (the Notes). The principle amount of the Notes is due and payable
in January 2005. Interest is payable quarterly at an initial rate of 10% per
annum, increasing to 12% starting January 2003.

At June 30, 2003, the Company owed an aggregate of $3,629,400 under various
bank credit facilities and $500,000 of subordinated notes. Payments due under
these credit facilities are as follows:

|                |  |           |           |                                            |  |                |         |           |  |           |         |              |  |   |        |  |  |   |           | 
|--------------- |  | --------- | --------- | ------------------------------------------ |  | -------------- | ------- | --------- |  | --------- | ------- | ------------ |  | - | ------ |  |  | - | --------- | 
|                |  | Total     |           |                                            |  |                |         |           |  |           |         |              |  |   |        |  |  |  
|                |  | amounts   |           |                                            |  |                |         |           |  |           |         |              |  |   |        |  |  |  
|                |  | committed |           | Amount of commitment expiration per period
|                |  |           |           |                                           
|                |  |           |           |                                            |  | Less than year |         | 1-3 years |  | 4-5 years |         | Over 5 years
|                |  |           |           |                                            |  |                |         |           |  |           |         |             
|Bank term loans |  | $         | 304,300   |                                            |  | $              | 108,400 |           |  | $         | 195,900 |              |  |   |        |  |  |   |           | 
|Mortgage        |  |           | 3,325,100 |                                            |  |                | 40,800  |           |  |           | 142,600 |              |  | $ | 37,000 |  |  | $ | 3,104,700 | 
|Notes           |  |           | 500,000   |                                            |  |                |         |           |  |           | 500,000 |              |  |   |        |  |  |   |           | 
|                |  |           |           |                                            |  |                |         |           |  |           |         |              |  |   |        |  |  |   |           | 
|Total           |  | $         | 4,129,400 |                                            |  | $              | 149,200 |           |  | $         | 838,500 |              |  | $ | 37,000 |  |  | $ | 3,104,700 | 
|                |  |           |           |                                            |  |                |         |           |  |           |         |              |  |   |        |  |  |   |           | 

The bank may accelerate payment of the amount owed if the Company fails to meet
financial and other covenants set forth in the loan agreements. The Company is
currently in compliance with, or has obtained waivers for compliance with the
loan covenants.

The Company must maintain various loan covenants including a maximum debt to
net worth ratio; minimum current, quick, and cash flow ratios; minimum net
worth and working capital. Failure to meet these covenants could result in the
Companys loans being called or restricted by its bank.

Factors Affecting Future Results

U.S. Economic Conditions:A protracted U.S. recession could adversely impact
new housing and commercial construction in our largest market, which in turn
could cause us to miss our revenue growth goals.

Asian Economic Conditions:Sales in Japan and other Asian countries account
for virtually all our international sales, and contribute a significant portion
of our overall revenues. In the event that these economies experience
declining growth or contraction, our sales in these areas could be adversely
impacted.

Growth of U.S. Thermal Energy Storage (TES) Market:The Companys ability to
increase sales of its thermal energy storage products is dependent on growth in
the overall market because opportunities for market share growth are limited.
An extended recession in the general economy, a general decline in construction
of commercial properties or a decline in energy prices could all adversely
affect demand for thermal energy storage systems.

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Destabilizing Incidents:Additional destabilizing events such as terrorist
attacks or overseas conflicts, if they occur, could disrupt our supply chain,
increase our materials costs, reduce demand for our products, and otherwise
negatively impact our operating results.

Materials Prices:Raw materials including polyolefin resins account for a major
portion of the Companys cost of sales. Any increase in these prices because
of supply shortages or otherwise would reduce its operating margins and
adversely impact its profitability.

Export salesare subject to certain controls and restrictions, including
tariffs and import duties and are subject to certain risks, including changing
regulatory requirements of foreign jurisdictions and transportation delays and
interruptions. However, the Company has not experienced any material
difficulties in the past relating to such limitations.




Item 3  Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk:The Company typically maintains only minimal investments
in interest bearing securities and accounts. As of June 30, 2003, the
Companys cash and cash equivalents and other interest
bearing assets were $237,500. Accordingly, a change in market interest rates
would not have significant impact on the value of the Companys assets or on
interest income.

The Company is subject to fluctuating interest rates for variable rate bank
borrowings. These fluctuations may impact, adversely or otherwise, results of
operations or cash flows.

As of June 30, 2003, the Company has a mortgage in the amount of $3,325,100
with a maturity date of June 10, 2030. The interest rate at June 30, 2003 was
6.75%. The current interest rate is fixed through April 10, 2008; the interest
rate will be changed on April 10th of each fifth year to the then current prime
rate plus .35%.

Foreign Exchange Risk:The Company operates primarily in the United States,
and all domestic sales to date have been made in U.S. dollars. Although
significant portions of the Companys revenues are contributed by overseas
sales, these sales are always denominated in U.S. dollars. Accordingly, there
has not been any material exposure to foreign currency rate fluctuations.

Equity Market Risk:FAFCO did not hold any equity securities of other
companies as of June 30, 2003. Accordingly, it has not had any material
exposure to equity market fluctuations.




Item 4  Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.

The Companys chief executive officer and chief financial officer, after
evaluating the Companys disclosure controls and procedures (as defined in
Securities Exchange Act of 1934 (the Exchange Act) Rules 13a-14c and 15-d as
of a date (the Evaluation Date) within 90 days before the filing date of this
Quarterly Report on Form 10Q have concluded that as of the Evaluation Date, the
Companys disclosure controls and procedures are effective to ensure that
information it is required to disclose in reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and
forms.

(b)  Changes in internal controls.

Subsequent to the Evaluation Date, there were no significant changes in the
Companys internal controls or in other factors that could significantly affect
its disclosure controls and procedures, nor were there any significant
deficiencies or material weaknesses identified in its internal controls. As a
result, no corrective actions were required or undertaken.

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Part II  OTHER INFORMATION




Item 6  Exhibits and Reports on Form 8-K



|a. |  | Exhibits
|-- |  | --------

|     |  |                                                                                       
|---- |  | --------------------------------------------------------------------------------------
|31.1 |  | CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002           
|31.2 |  | CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002           
|32.1 |  | Certification by CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



|b. |  | Reports on Form 8-K
|-- |  | -------------------

No reports on Form 8-K were filed during the quarter ended June 30, 2003.

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SIGNATURE

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.

|                     |  |                          |  |                                             
|-------------------- |  | ------------------------ |  | --------------------------------------------
|                     |  | FAFCO, Inc. (Registrant)
|                     |  |                          |  |                                             
|                     |  |                          |  |                                             
|DATE: August 8, 2003 |  | BY:                      |  | /s/ Freeman A. Ford                         
|                     |  |                          |  |                                             
|                     |  |                          |  | Chairman of the Board, President            
|                     |  |                          |  | and Chief Executive Officer                 
|                     |  |                          |  | (Principal Executive Officer)               
|                     |  |                          |  |                                             
|DATE: August 8, 2003 |  | BY:                      |  | /s/ Nancy I. Garvin                         
|                     |  |                          |  |                                             
|                     |  |                          |  | Nancy I. Garvin,                            
|                     |  |                          |  | Vice President  Finance                    
|                     |  |                          |  | (Principal Financial and Accounting Officer)

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\




EXHIBIT INDEX

|                                                                          |                     |                                                                                       
|------------------------------------------------------------------------- | ------------------- | --------------------------------------------------------------------------------------
|31.1                                                                      |                     | CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002           
|31.2                                                                      |                     | CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002           
|32.1                                                                      |                     | Certification by CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|                                                                          |                    
|b.                                                                        | Reports on Form 8-K
|                                                                          |                    
|No reports on Form 8-K were filed during the
quarter ended June 30, 2003.

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