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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A(Amendment No.1)

(Mark One)

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|þ |  | 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

(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
                    
þ                      No

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

Yes                      No                      þ

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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|                            |                                           |  |  |  |  |  |  | 
|--------------------------- | ----------------------------------------- |  |  |  |  |  |  | 
|EXPLANATORY NOTE           
|PART II  OTHER INFORMATION
|                            | Item 6  Exhibits and Reports on Form 8-K
|SIGNATURE                  
|EXHIBIT 31.1               
|EXHIBIT 31.2               



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EXPLANATORY NOTE

The Registrant hereby files this Amendment No. 1 to its Quarterly Report on
Form 10-Q for the period ended June 30, 2003 to revise the certifications of
our president and chief executive officer and of our chief financial officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. All other
information contained in our original Form 10-Q remains unchanged.




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                              
|99.3 |  | Certification by CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(previously filed)



|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 15, 2003 |  | BY:                      |  | /s/ Freeman A. Ford                                                                       
|      |  |                 |  |                          |  |                                                                                           
|      |  |                 |  |                          |  | Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
|      |  |                 |  |                          |  |                                                                                           
|DATE: |  | August 15, 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                              
|99.3 |  | Certification by CEO and CFO pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (previously filed)