<PAGE>
================================================================================



                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended September 30, 2001

                                       OR

[ ]  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: 333-31282


                           O'SULLIVAN INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                  43-0923022
   (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)

    1900 Gulf Street, Lamar, Missouri                    64759-1899
(Address of principal executive offices)                 (Zip Code)

                                 (417) 682-3322
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ---     ---

         As of November 10, 2001, 100 shares of Common Stock of O'Sullivan
Industries Holdings, Inc., par value $1.00 per share, were outstanding.

================================================================================
                    The Index to Exhibits begins on page 20.


                                  Page 1 of 20
<PAGE>
                                     PART I
ITEM 1.  FINANCIAL STATEMENTS.

                  O'SULLIVAN INDUSTRIES, INC. AND SUBSIDIARIES
       (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
                      UNAUDITED CONSOLIDATED BALANCE SHEETS
                      (in thousands, except for share data)

<TABLE>
<CAPTION>
                                                                               September 30,   June 30,
                                       Assets                                      2001          2001
                                                                               -------------  -----------
<S>                                                                               <C>          <C>
Current assets:
   Cash and cash equivalents                                                      $  13,441    $   7,060
   Trade receivables, net of allowance for doubtful accounts
      of $5,099 and $4,750, respectively                                             52,390       52,570
   Inventories, net                                                                  49,191       48,538
   Prepaid expenses and other current assets                                          8,501        8,820
                                                                                  ---------    ---------
         Total current assets                                                       123,523      116,988

Property, plant and equipment, net                                                   95,384       95,872
Other assets                                                                         11,403       11,912
Goodwill, net of accumulated amortization                                            38,088       38,088
Receivable from parent                                                                  372          609
                                                                                  ---------    ---------
                Total assets                                                      $ 268,770    $ 263,469
                                                                                  =========    =========

                        Liabilities and Stockholder's Deficit
Current liabilities:
   Accounts payable                                                               $  14,432    $   8,534
   Current portion of long-term debt                                                  3,544        3,696
   Accrued advertising                                                               14,173       10,285
   Accrued liabilities                                                               15,397       14,156
                                                                                  ---------    ---------
         Total current liabilities                                                   47,546       36,671

Long-term debt, less current portion                                                216,733      222,386
Other liabilities                                                                     4,428        3,338
Deferred income taxes                                                                15,624       15,624
                                                                                  ---------    ---------
                Total liabilities                                                   284,331      278,019

Commitments and contingent liabilities (Notes 2, 8 and 9)


Stockholder's deficit:
   Common stock; $1.00 par value, 100 shares authorized, issued and outstanding          --           --
   Retained deficit                                                                 (15,235)     (14,214)
   Accumulated other comprehensive loss                                                (326)        (336)
                                                                                  ---------    ---------
                Total stockholder's deficit                                         (15,561)     (14,550)
                                                                                  ---------    ---------
                Total liabilities and stockholder's deficit                       $ 268,770    $ 263,469
                                                                                  =========    =========
</TABLE>


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



                                       -2-
<PAGE>

                  O'SULLIVAN INDUSTRIES, INC. AND SUBSIDIARIES
       (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                               Three months ended
                                                                                  September 30,
                                                                              --------------------
                                                                                2001        2000
                                                                              --------    --------
<S>                                                                           <C>         <C>
Net sales                                                                     $ 86,322    $ 90,519

Costs and expenses:
   Cost of sales                                                                61,725      66,175
   Selling, marketing and administrative                                        18,237      19,727
                                                                              --------    --------
Total costs and expenses                                                        79,962      85,902
                                                                              --------    --------

Operating income                                                                 6,360       4,617
Other income (expense)
   Interest expense                                                             (8,016)     (7,815)
   Interest income                                                                  85         137
                                                                              --------    --------

Loss before income tax provision and cumulative effect of accounting change     (1,571)     (3,061)
Income tax benefit                                                                (550)     (1,102)
                                                                              --------    --------

Loss before cumulative effect of accounting change                              (1,021)     (1,959)
Cumulative effect of accounting change, net of income tax benefit of $53          --           (95)
                                                                              --------    --------
Net loss                                                                      $ (1,021)   $ (2,054)
                                                                              ========    ========
</TABLE>

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



                                       -3-
<PAGE>

                  O'SULLIVAN INDUSTRIES, INC. AND SUBSIDIARIES
       (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                              Three months ended
                                                                                 September 30,
                                                                             --------------------
                                                                               2001        2000
                                                                             --------    --------
<S>                                                                          <C>         <C>
Cash flows provided (used) by operating activities:
     Net loss                                                                $ (1,021)   $ (2,054)
     Adjustments to reconcile net loss to net
       cash provided (used) by operating activities:
         Depreciation and amortization                                          3,421       3,919
         Amortization of debt issuance costs                                      393         393
         Amortization of debt discount                                             80          67
         Interest rate collar                                                   1,201         238
         Bad debt expense                                                         349         150
         Loss on disposal of assets                                               117          71
         Accrual of special payment of options to purchase Series A junior
           preferred stock                                                        262         229
     Changes in current assets and liabilities:
         Trade receivables                                                       (169)     (7,059)
         Inventories                                                             (653)       (982)
         Other assets                                                             331        (609)
         Accounts payable, accrued liabilities and other liabilities           11,803       1,259
                                                                             --------    --------
Net cash flows provided (used) by operating activities                         16,114      (4,378)
                                                                             --------    --------

Cash flows used for investing activities:
     Capital expenditures                                                      (4,084)     (4,583)
                                                                             --------    --------

Cash flows provided (used) by financing activities:
     Proceeds from borrowings                                                    --         3,042
     Repayment of borrowings                                                   (5,886)       (500)
     Advances on intercompany loans                                               237         200
                                                                             --------    --------
Net cash flows provided (used) by financing activities                         (5,649)      2,742
                                                                             --------    --------

Net increase (decrease) in cash and cash equivalents                            6,381      (6,219)
Cash and cash equivalents, beginning of period                                  7,060      11,867
                                                                             --------    --------
Cash and cash equivalents, end of period                                     $ 13,441    $  5,648
                                                                             ========    ========
Non-cash financing activities:
     Capital expenditures included in accounts payable                       $    671    $    343
</TABLE>

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


                                       -4-
<PAGE>

                  O'SULLIVAN INDUSTRIES, INC. AND SUBSIDIARIES
       (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT
                  For the three months ended September 30, 2001
                                 (in thousands)

<TABLE>
<CAPTION>
                                                       Accumulated
                                                          other            Total
                                          Retained    comprehensive    stockholder's   Comprehensive
                                          deficit          loss           deficit      income (loss)
                                         ----------  ----------------  -------------  ----------------
<S>                                     <C>           <C>               <C>           <C>
Balance, June 30, 2001                  $  (14,214)   $         (336)   $   (14,550)

     Net loss                               (1,021)                          (1,021)   $       (1,021)
     Other comprehensive income                                   10             10                10
                                       ------------  ----------------  -------------  ----------------
Balance, September 30, 2001             $  (15,235)   $         (326)   $   (15,561)   $       (1,011)
                                       ============  ================  =============  ================
</TABLE>

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




                                       -5-
<PAGE>

                           O'SULLIVAN INDUSTRIES, INC.
       (A WHOLLY OWNED SUBSIDIARY OF O'SULLIVAN INDUSTRIES HOLDINGS, INC.)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001

NOTE 1--BASIS OF PRESENTATION

         The unaudited consolidated financial statements of O'Sullivan
Industries, Inc. and subsidiaries ("O'Sullivan"), a wholly owned subsidiary of
O'Sullivan Industries Holdings, Inc. ("O'Sullivan Holdings"), included herein
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with instructions to Form 10-Q and Article
10 of Regulation S-X. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The financial statements should be read in conjunction with the
audited financial statements and notes thereto included in O'Sullivan's Annual
Report on Form 10-K for the fiscal year ended June 30, 2001. The interim results
are not necessarily indicative of the results that may be expected for a full
year.

NOTE 2--RESTRUCTURING CHARGE

         In November 2000, O'Sullivan announced a business restructuring plan to
reduce production capacity and operating expenses. The plan included the January
2001 shutdown of the Cedar City, Utah production facility and reduction of the
administrative and support staff in the Lamar, Missouri headquarters. In
connection with the plan, O'Sullivan recorded a charge of $10.5 million in the
second quarter of fiscal 2001.

         O'Sullivan is actively attempting to sell the Utah land, building and
excess equipment as soon as practicable. Certain equipment has been relocated to
the Missouri and Virginia plants. Fixed assets with a net book value of $20.3
million were written down to estimated fair value, resulting in an impairment
charge of approximately $8.7 million. The impairment charge is reflected in
accumulated depreciation on the accompanying consolidated balance sheets. The
fair value is an estimate, and the impairment may be adjusted in the future.

         The components of the restructuring charge and an analysis of the
amounts charged against the accrual are outlined below.


<TABLE>
<CAPTION>
                                                            Charges                      Charges
                                                            through       Balance,       through          Balance,
                                             Original       June 30,      June 30,    September 30,    September 30,
        Restructuring Charges                 Accrual         2001          2001          2001              2001
--------------------------------------       --------       --------      --------    -------------    -------------
                                                                      (in thousands)
<S>                                          <C>            <C>           <C>         <C>              <C>
Employee termination benefits(1)             $  1,302       $    915      $    387    $         387    $          -
Other Utah facility exit costs(1)                 527            282           245              201               44
                                             --------       --------      --------    -------------    -------------
     Total                                   $  1,829       $  1,197      $    632    $         588    $          44
                                             ========       ========      ========    =============    =============
</TABLE>
         (1)Included in accrued liabilities in the accompanying consolidated
balance sheets.

Accumulated depreciation was increased $8.7 million to record asset impairments.

NOTE 3--DERIVATIVE FINANCIAL INSTRUMENTS

         O'Sullivan adopted Statement of Financial Accounting Standards ("SFAS")
No. 133, Accounting for Derivative Instruments and Hedging Activities, on July
1, 2000. As required by the transition provisions of SFAS 133, O'Sullivan
recorded a net-of-tax cumulative-effect type adjustment of $95,000 in fiscal
2001 current earnings to recognize the fair value of its derivatives designated
as cash-flow hedging instruments.


                                      -6-
<PAGE>

         As required under the senior credit facility, O'Sullivan hedged
one-half of its term loans with an initial notional amount of $67.5 million with
a three-year, costless interest rate collar. The collar, which expires in March
2003, is based on three-month LIBOR and has a floor of 6.43% and a ceiling of
8.75%. O'Sullivan recognized additional interest expense of $1.2 million and
$238,000 for the quarters ended September 30, 2001 and September 30, 2000,
respectively. These charges represent the changes in fair value of the interest
rate collar. To terminate this contract at September 30, 2001 and June 30, 2001,
O'Sullivan would have been required to pay the counter-party approximately $3.3
million and $2.1 million, respectively. These amounts have been recorded in
other liabilities in the accompanying consolidated balance sheets.

NOTE 4-NEW ACCOUNTING STANDARDS

         In April 2001, the Emerging Issues Task Force ("EITF") reached a
consensus on EITF No. 00-25, Vendor Income Statement Characterization of
Consideration Paid to a Reseller of the Vendor's Products. This issue addresses
the income statement classification of slotting fees, cooperative advertising
arrangements and buydowns. The consensus will require that certain customer
promotional payments that are currently classified as selling expenses be
classified as a reduction of revenue. Although the impact of EITF 00-25 on the
consolidated financial statements is still being evaluated, when O'Sullivan
adopts EITF 00-25, it will reclassify certain selling, marketing and
administrative expenses as a reduction of net sales. EITF 00-25 will become
effective for financial periods beginning after December 15, 2001, but its
adoption by O'Sullivan will have no impact on operating income or net income
(loss). O'Sullivan will adopt EITF 00-25 no later than March 31, 2002, as
required.

         The Financial Accounting Standards Board ("FASB") issued SFAS No. 142,
Goodwill and Other Intangible Assets, on June 30, 2001. O'Sullivan adopted SFAS
142 on July 1, 2001, the beginning of its 2002 fiscal year. With the adoption of
SFAS 142, goodwill of approximately $38.1 million is no longer subject to
amortization over its estimated useful life. Rather, goodwill will be assessed
regularly for impairment by applying a fair-value-based test. SFAS 142 requires
that the initial impairment test be performed within six months of the adoption
date. O'Sullivan will complete the initial impairment test by December 31, 2001.
O'Sullivan will evaluate impairment using the enterprise as the reporting unit.
Based upon preliminary information, O'Sullivan does not expect to recognize an
impairment loss as of July 1, 2001. O'Sullivan has discontinued amortizing
approximately $1.7 million of goodwill per year. O'Sullivan recorded $417,000 of
goodwill amortization expense in the quarter ended September 30, 2000. Had such
amortization not been recorded, adjusted net loss would have been $1.6 million
for the three months ended September 30, 2000.

         In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. This pronouncement, which is effective for fiscal years
beginning after June 15, 2002, addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. O'Sullivan is currently determining what
impact, if any, this pronouncement will have on its consolidated financial
statements.

         In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. This pronouncement, which is
effective for fiscal years beginning after December 15, 2001, addresses
financial accounting and reporting for the impairment of long-lived assets and
for long-lived assets to be disposed of. O'Sullivan is currently determining
what impact, if any, this pronouncement will have on its consolidated financial
statements.

NOTE 5--SHIPPING AND HANDLING COSTS

         O'Sullivan reports amounts billed to customers as revenue, the cost for
warehousing operations in cost of sales and freight out costs as part of
selling, marketing and administrative expenses. Freight out costs included in
selling, marketing and administrative expenses in the first quarters of fiscal
2002 and fiscal 2001 were approximately $2.4 million and $3.2 million,
respectively.

NOTE 6--INVENTORY

         Inventory, net, consists of the following:


                                      -7-
<PAGE>
<TABLE>
<CAPTION>
                                                  September 30,       June 30,
                                                      2001             2001
                                                    --------          -------
                                                          (in thousands)
<S>                                                 <C>               <C>
Finished goods                                      $ 32,505          $35,798
Work in process                                        5,240            4,256
Raw materials                                         11,446            8,484
                                                    --------          -------
                                                    $ 49,191          $48,538
                                                    ========          =======
</TABLE>

NOTE 7--CONDENSED CONSOLIDATING FINANCIAL INFORMATION

         In November 1999 O'Sullivan issued $100 million of 13.375% Senior
Subordinated Notes due 2009. These notes were unsecured obligations of
O'Sullivan; however, they were guaranteed on an unsecured basis by its
subsidiary O'Sullivan Industries - Virginia, Inc. ("O'Sullivan Industries -
Virginia"). In fiscal 2000, O'Sullivan exchanged the notes issued in November
1999 for notes with substantially identical terms and associated guarantees.
The exchange notes have been registered under the Securities Act of 1933, as
amended.

         O'Sullivan also is the obligor under a senior secured credit facility
totaling $175 million. This facility is secured by substantially all the assets
of O'Sullivan and its guarantor subsidiary O'Sullivan Industries - Virginia.
The credit facility is also guaranteed by O'Sullivan Holdings, O'Sullivan's
parent. Security for the credit facility includes first priority liens and
security interests in the stock of O'Sullivan and O'Sullivan Industries -
Virginia.

         The accompanying condensed consolidating financial information has been
prepared and presented pursuant to SEC rules and regulations. This information
is not intended to present the financial position, results of operations and
cash flows of the individual companies in accordance with generally accepted
accounting principles.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                           Three months ended September 30, 2001
                                                                       (in thousands)
                                              ----------------------------------------------------------------
                                                             O'Sullivan
                                               O'Sullivan    Industries -    Consolidating
                                               Industries     Virginia        Adjustments      Consolidated
                                              ------------  -------------   ---------------  -----------------
<S>                                           <C>           <C>             <C>              <C>
Net sales                                      $    63,467   $     22,855    $            -   $         86,322

Costs and expenses:
        Cost of sales                               45,235         16,490                 -             61,725
        Selling, marketing and administrative       14,326          3,911                 -             18,237
                                              ------------  -------------   ---------------  -----------------
Total costs and expenses                            59,561         20,401                 -             79,962
                                              ------------  -------------   ---------------  -----------------

Operating income                                     3,906          2,454                 -              6,360
Other income (expense):
        Interest expense                            (7,850)          (166)                -             (8,016)
        Interest income                                 85              -                 -                 85
                                              ------------  -------------   ---------------  -----------------

Income (loss) before income tax provision           (3,859)         2,288                 -             (1,571)
Income tax provision (benefit)                      (1,349)           799                 -               (550)
                                              ------------  -------------   ---------------  -----------------

Net income (loss)                              $    (2,510)  $      1,489    $            -   $         (1,021)
                                              ============  =============   ===============  =================
</TABLE>


                                       -8-
<PAGE>

<TABLE>
<CAPTION>
                                                           Three months ended September 30, 2000
                                                                       (in thousands)
                                              ----------------------------------------------------------------
                                                             O'Sullivan
                                               O'Sullivan    Industries -    Consolidating
                                               Industries     Virginia        Adjustments      Consolidated
                                              ------------  -------------   ---------------  -----------------
<S>                                            <C>          <C>             <C>              <C>
Net sales                                      $    66,037   $     24,482    $            -   $         90,519

Costs and expenses:
        Cost of sales                               46,159         20,016                 -             66,175
        Selling, marketing and administrative       15,989          3,738                 -             19,727
                                              ------------  -------------   ---------------  -----------------
Total costs and expenses                            62,148         23,754                 -             85,902
                                              ------------  -------------   ---------------  -----------------

Operating income                                     3,889            728                 -              4,617
Other income (expense):
        Interest expense                            (7,601)          (214)                -             (7,815)
        Interest income                                137              -                 -                137
                                              ------------  -------------   ---------------  -----------------

Income before income tax provision and
        cumulative effect of accounting
        change                                      (3,575)           514                 -             (3,061)
Income tax provision (benefit)                      (1,285)           183                 -             (1,102)
                                              ------------  -------------   ---------------  -----------------

Income before cumulative effect of
        accounting change                           (2,290)           331                 -             (1,959)
Cumulative effect of accounting change,
        net of income tax benefit of $53               (95)             -                 -               (95)
                                              ------------  -------------   ---------------  -----------------
Net income (loss)                              $    (2,385)  $        331    $            -   $         (2,054)
                                              ============  =============   ===============  =================
</TABLE>



                                       -9-
<PAGE>

CONDENSED CONSOLIDATING BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      September 30, 2001
                                                                        (in thousands)
                                               ----------------------------------------------------------------
                                                               O'Sullivan
                                                O'Sullivan     Industries -   Consolidating
                                                Industries      Virginia       Adjustments      Consolidated
                                               ------------  --------------  ---------------  -----------------
<S>                                            <C>           <C>             <C>              <C>
ASSETS:
        Current assets                          $   108,340   $      15,183   $            -   $        123,523
        Property, plant and equipment, net           60,196          35,188                -             95,384
        Other assets                                 11,293             110                -             11,403
        Investment in subsidiary                     36,625               -          (36,625)                 -
        Goodwill                                     38,088               -                -             38,088
        Receivable from parent                          372           8,904           (8,904)               372
                                               ------------  --------------  ---------------  -----------------
            Total assets                        $   254,914   $      59,385   $      (45,529)  $        268,770
                                               ============  ==============  ===============  =================

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT):
        Current liabilities                     $    37,780   $       9,766   $            -   $         47,546
        Long-term debt                              206,733          10,000                -            216,733
        Payable to affiliates                         8,904               -           (8,904)                 -
        Other liabilities                             4,428               -                -              4,428
        Deferred income taxes                        12,630           2,994                -             15,624
        Stockholder's equity (deficit)              (15,561)         36,625          (36,625)           (15,561)
                                               ------------  --------------  ---------------  -----------------
            Total liabilities and stockholder's
              equity (deficit)                  $   254,914   $      59,385   $      (45,529)  $        268,770
                                               ============  ==============  ===============  =================
<CAPTION>


                                                                        June 30, 2001
                                                                        (in thousands)
                                               ----------------------------------------------------------------
                                                               O'Sullivan
                                                O'Sullivan     Industries -   Consolidating
                                                Industries      Virginia       Adjustments       Consolidated
                                               -------------  -------------  ---------------   ----------------
<S>                                            <C>            <C>            <C>               <C>
ASSETS:
        Current assets                          $    102,821   $     14,167   $            -    $       116,988
        Property, plant and equipment, net            61,737         34,135                -             95,872
        Other assets                                  11,795            117                -             11,912
        Investment in subsidiary                      35,136              -          (35,136)                 -
        Goodwill                                      38,088              -                -             38,088
        Receivable from parent                           609          7,264           (7,264)               609
                                               -------------  -------------  ---------------   ----------------
            Total assets                        $    250,186   $     55,683   $      (42,400)   $       263,469
                                               =============  =============  ===============   ================

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT):
        Current liabilities                     $     29,118   $      7,553   $            -    $        36,671
        Long-term debt                               212,386         10,000                -            222,386
        Payable to affiliates                          7,264              -           (7,264)                 -
        Other liabilities                              3,338              -                -              3,338
        Deferred income taxes                         12,630          2,994                -             15,624
        Stockholder's equity (deficit)               (14,550)        35,136          (35,136)           (14,550)
                                               -------------  -------------  ---------------   ----------------
            Total liabilities and stockholder's
                 equity (deficit)               $    250,186   $     55,683   $      (42,400)   $       263,469
                                               =============  =============  ===============   ================
</TABLE>


                                      -10-
<PAGE>

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                Three months ended September 30, 2001
                                                                            (in thousands)
                                                   ----------------------------------------------------------------
                                                                  O'Sullivan
                                                    O'Sullivan    Industries -   Consolidating
                                                    Industries     Virginia       Adjustments       Consolidated
                                                   ------------  ------------   ---------------  ------------------
<S>                                                <C>           <C>            <C>              <C>
Net cash flows provided by operating activities:    $    12,429   $     3,685    $            -   $          16,114
                                                   ------------  ------------   ---------------  ------------------
Investing activities:
        Capital expenditures                             (2,039)       (2,045)                -              (4,084)
        Repayment of loans to affiliates                  1,640             -            (1,640)                  -
                                                   ------------  ------------   ---------------  ------------------
            Net                                            (399)       (2,045)           (1,640)             (4,084)
                                                   ------------  ------------   ---------------  ------------------

Financing activities:
        Repayment of loans from affiliates                  237        (1,640)            1,640                 237
        Repayment of borrowings                          (5,886)            -                 -              (5,886)
                                                   ------------  ------------   ---------------  ------------------
            Net                                          (5,649)       (1,640)            1,640              (5,649)
                                                   ------------  ------------   ---------------  ------------------

Cash and cash equivalents:
        Net increase in cash and cash
            equivalents                                   6,381             -                 -               6,381
        Cash and cash equivalents, beginning of
            period                                        7,056             4                 -               7,060
                                                   ------------  ------------   ---------------  ------------------
        Cash and cash equivalents, end of period    $    13,437   $         4    $            -   $          13,441
                                                   ============  ============   ===============  ==================
<CAPTION>

                                                                 Three months ended September 30, 2000
                                                                             (in thousands)
                                                    ---------------------------------------------------------------
                                                                    O'Sullivan
                                                     O'Sullivan     Industries -   Consolidating
                                                     Industries      Virginia       Adjustments     Consolidated
                                                    -------------  -------------  --------------  -----------------
<S>                                                 <C>            <C>            <C>             <C>
Net cash flows provided (used) by operating
activities:                                          $     (7,297)  $      2,919   $           -   $         (4,378)
                                                    -------------  -------------  --------------  -----------------
Investing activities:
        Capital expenditures                               (2,718)        (1,865)              -             (4,583)
        Repayment of loans to affiliates                    1,054              -          (1,054)                 -
                                                    -------------  -------------  --------------  -----------------
            Net                                            (1,664)        (1,865)         (1,054)            (4,583)
                                                    -------------  -------------  --------------  -----------------
Financing activities:
        Repayment of loans from affiliates                    200         (1,054)          1,054                200
        Proceeds from borrowings                            3,042              -               -              3,042
        Repayment of borrowings                              (500)             -               -               (500)
                                                    -------------  -------------  --------------  -----------------
            Net                                             2,742         (1,054)          1,054              2,742
                                                    -------------  -------------  --------------  -----------------

Cash and cash equivalents:
        Net decrease in cash and cash equivalents          (6,219)             -               -             (6,219)
        Cash and cash equivalents, beginning of
            period                                         11,863              4               -             11,867
                                                    -------------  -------------  --------------  -----------------
        Cash and cash equivalents, end of period     $      5,644   $          4   $           -   $          5,648
                                                    =============  =============  ==============  =================
</TABLE>



                                      -11-
<PAGE>

NOTE 8--RELATED PARTY TRANSACTIONS

         O'Sullivan entered into a management services agreement with BRS for
strategic and financial advisory services on November 30, 1999. The fee for
these services is the greater of (a) 1% of O'Sullivan's consolidated cash flow
(as defined in the indenture related to O'Sullivan's senior subordinated notes)
or (b) $300,000 per year. Under the management services agreement, BRS can also
receive reimbursement for expenses which are limited to $50,000 a year by the
senior credit facility agreement.

         The senior credit facility and the management services agreement both
contain certain restrictions on the payment of the management fee. The
management services agreement provides that no cash payment for the management
fee can be made unless the fixed charge coverage ratio for O'Sullivan's most
recently ended four full fiscal quarters would have been at least 2.0 to 1.0.
All fees and expenses under the management services agreement are subordinated
to the senior subordinated notes.

         The management fees of $97,000 and $85,000 recognized in the first
quarter of fiscal years 2002 and 2001, respectively, are included in selling,
marketing and administrative expense in the accompanying consolidated statement
of operations. The amounts due BRS at September 30, 2001 and June 30, 2001
approximated $315,000 and $218,000, respectively. The amounts are included in
accrued liabilities on the accompanying consolidated balance sheets.

NOTE 9--COMMITMENTS AND CONTINGENCIES

RADIOSHACK LITIGATION

         On June 29, 1999, RadioShack Corporation (formerly Tandy Corporation)
filed a complaint against O'Sullivan Holdings in the District Court of Texas in
Tarrant County. The complaint related to a potential reduction in O'Sullivan
Holdings' tax sharing payments to RadioShack under a tax sharing and tax
reimbursement agreement that would result from increased interest expense after
the completion of the then-proposed recapitalization and merger that closed on
November 30, 1999. RadioShack claims that this reduction would violate the tax
sharing agreement. The complaint sought a court order compelling O'Sullivan
Holdings to submit to a dispute resolution process. Alternatively, the complaint
sought a declaratory judgment that after the merger O'Sullivan Holdings must
continue to make tax sharing payments to RadioShack as if the merger had not
occurred.

         On October 8, 1999, the District Court ordered that O'Sullivan Holdings
begin the dispute resolution process according to the terms of the tax sharing
agreement. The District Court denied all other relief sought by RadioShack.
Pursuant to the dispute resolution provisions, RadioShack and O'Sullivan
Holdings representatives have discussed the issues in the dispute but did not
reach a resolution, and the parties commenced arbitration proceedings on the
matter. The hearing on the arbitration was held in October 2001, and the parties
are involved in post-hearing briefing.

         During the quarters ended September 30, 2001 and 2000, O'Sullivan
Holdings made no payment to RadioShack pursuant to the tax sharing agreement. If
the ruling in the arbitration proceeding is in RadioShack's favor, O'Sullivan
Holdings' payments under the tax sharing agreement would be substantially
higher. This amount is estimated at $14.9 million for the period from November
30, 1999 through September 30, 2001. Payment of this amount, however, could
cause O'Sullivan to be in violation of one or more of the covenants under its
senior credit facility.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

OVERVIEW

         We are a leading ready-to-assemble furniture manufacturer in the United
States with over 45 years of experience. We design, manufacture and distribute a
broad range of RTA furniture products--bookcases, cabinets, computer
workcenters, desks, entertainment centers and audio stands--with retail prices
ranging from


                                      -12-
<PAGE>

$20 to $999. In recent years, we have committed substantial resources to the
development and implementation of a diversified sales, marketing and product
strategy in order to capitalize on growth opportunities presented by emerging
retail channels of distribution and changes in consumer demographics and
preferences. We have structured our business to offer a wide variety of RTA
furniture products through increasingly popular retail distribution channels,
including office superstores, discount mass merchants, electronic superstores,
department stores, home improvement centers and home furnishings retailers. We
continue to strive toward building long-term relationships with quality
retailers in existing and emerging high growth distribution channels to develop
and sustain our future growth.

         The domestic ready-to-assemble furniture market grew at a compound
annual growth rate of about 8.75% from 1992 through 1999, according to Furniture
Today. After two years of sales growth in excess of 10%, our net sales declined
11.3% in fiscal 2001 and 4.6% in the first quarter of fiscal 2002. Our sales
declined for several reasons:

         --    the stalling of growth in sales of personal computers, which
               reduced the need for computer desks and workstations;

         --    the slowdown of economic growth and consumer spending in the
               United States, particularly in the office superstore channel;

         --    store closings by a number of customers, including OfficeMax,
               Office Depot, Montgomery Ward and ShopKo;

         --    the bankruptcy of Ames and Montgomery Ward;

         --    inventory reductions by our customers, particularly in the office
               superstore channel; and

         --    the decline in price of the average unit sold, reflecting a trend
               toward more promotional merchandise.

         These factors, along with the economic repercussions from the September
11, 2001 terrorist attacks, continue to affect our business in fiscal 2002. Our
current estimate is that sales for the second quarter of fiscal 2002, as a
percentage of sales during the second quarter of fiscal 2001, will be down in
the high single digits. While we have confidence in the long term future of the
RTA furniture industry, we cannot predict when our sales will return to their
historical growth rates.

         We purchase large quantities of raw materials, including particleboard
and fiberboard. We are dependent on our outside suppliers for all of these raw
materials. Therefore, we are subject to changes in the prices charged by our
suppliers. In fiscal 2000, our operating income was reduced by price increases
of these commodities. In fiscal 2001, particleboard and fiberboard prices
declined, increasing our operating income in the latter portion of the year.
Industry pricing for particleboard was flat to slightly down in the first
quarter of fiscal 2002. However, we cannot assure you that raw material prices
will not increase in the future.


RESULTS OF OPERATIONS

         Net Sales. Net sales for the quarter ended September 30, 2001 decreased
by $4.2 million, or 4.6%, to $86.3 million, down from $90.5 million for the
quarter ended September 30, 2000. Our sales were hurt for the reasons described
above, including the bankruptcy of Montgomery Ward in December 2000 and its
subsequent liquidation. Sales decreases in the office superstore, department
store/catalog showroom and regional mass merchant channels were offset somewhat
by sales increases in the home center and mass merchant channels. For the
quarter, lower unit volume accounted for virtually all of the sales decrease
although the average sales price was also negligibly lower.

         Gross Profit. Gross profit increased to $24.6 million, or 28.5% of
sales, for the three month period ended September 30, 2001, from $24.3 million,
or 26.9% of sales, for the comparable prior year quarter. The increase in gross
profit was primarily caused by lower raw material prices, increased operating
efficiency in our Missouri and Virginia plants and the closure in January 2001
of our Utah plant, partially offset by decreased sales volume.


                                      -13-
<PAGE>

         Selling, Marketing and Administrative Expenses. Selling, marketing and
administrative expenses decreased to $18.2 million, or 21.1% of sales, for the
three month period ended September 30, 2001, from $19.7 million, or 21.8% of
sales, for the quarter ended September 30, 2000. The decrease in selling,
marketing and administrative expenses was due to lower sales and changes in
certain customer programs resulting in lower promotional costs and lower
outbound freight costs. These reductions were offset somewhat by higher
incentive compensation expenses associated with improved operating results.

         Depreciation and Amortization. Depreciation and amortization expenses
declined to $3.4 million for the first quarter of fiscal 2002 compared to $3.9
million for the first quarter of fiscal 2001. The decline was due to the closing
of our Cedar City, Utah facility in January 2001 and the discontinuance of
goodwill amortization expense upon the adoption of SFAS 142, partially offset by
increased depreciation due to capital additions for capacity expansion and
manufacturing equipment upgrades put into service in fiscal 2001 and 2002.

         Operating Income. Operating income increased $1.7 million to $6.4
million for the quarter ended September 30, 2001, from $4.6 million in the three
months ended September 30, 2000. The lower sales volume was offset by higher
productivity, lower raw material costs and lower selling, marketing and
administrative expenses. We continue to look for ways to improve operating
results.

         Net Interest Expense. Net interest expense increased from $7.7 million
in the first quarter of fiscal 2001 to $7.9 million in the first quarter of
fiscal 2002. Interest expense rose due to the change in fair value of our
interest rate collar, offset partially by our repayment of debt and lower
variable interest rates on a portion of our debt. Interest expense included a
non-cash charge of $1.2 million related to the change in value of our interest
rate collar. Other non-cash interest items affecting the quarter were
amortization of loan discounts and loan fees. The following table describes the
components of net interest expense.

<TABLE>
<CAPTION>
                                                            Three months ended
                                                               September 30,
                                                        ---------------------------
                                                           2001            2000
                                                        ----------      -----------
                                                              (in thousands)
<S>                                                     <C>             <C>
Interest expense on senior credit facility,
   industrial revenue bonds and senior
   subordinated notes                                    $   6,342       $    7,117
Interest rate collar                                         1,201              238
Amortization of discount                                        80               67
Amortization of loan fees                                      393              393
Interest income                                                (85)            (137)
                                                        ----------      -----------
                                                         $   7,931       $    7,678
                                                        ==========      ===========
</TABLE>

         Income Tax Expense. Income tax benefit declined from $1.1 million in
the three months ended September 30, 2000 to $550,000 in the three months ended
September 30, 2001. The effective tax rate remained constant at 35%.

         Cumulative Effect Of Accounting Change. Upon the adoption of SFAS 133
in July 2000, O'Sullivan recognized a liability of $386,000 based upon the fair
value of a costless interest rate collar initiated on February 28, 2000. That
portion of the liability incurred prior to fiscal 2000, $148,000, is included,
net of income tax benefit of $53,000, as cumulative effect of accounting change
on the accompanying consolidated statement of operations.

         Net Loss. Net loss decreased $1.0 million from a loss of $2.1 million
in the first quarter of fiscal 2001 to a loss of $1.0 million in the first
quarter of fiscal 2002. The decreased loss was due to lower raw material prices,
improved operating efficiencies at our Lamar, Missouri and South Boston,
Virginia plants and the closure of our less efficient Cedar City, Utah plant in
January 2001. Lower sales volume and the change in value of our interest rate
collar partially offset these decreases.


                                      -14-
<PAGE>

         EBITDA. EBITDA, which we define as earnings before interest income and
interest expense, income taxes, depreciation and amortization, increased by $1.2
million to $9.8 million for the quarter ended September 30, 2001 from $8.5
million for the prior year quarter. EBITDA increased primarily due to lower raw
material prices, improved operating efficiencies at our Lamar, Missouri and
South Boston, Virginia plants and the closure of our less efficient Cedar City,
Utah plant in January 2001, partially offset by lower sales volume.

         EBITDA is presented to provide additional information about our
operations. This item should be considered in addition to, but not as a
substitute for or superior to, operating income, net income, operating cash flow
and other measures of financial performance prepared in accordance with
generally accepted accounting principles. EBITDA may differ in the method of
calculation from similarly titled measures used by other companies.

LIQUIDITY AND CAPITAL RESOURCES

         Our primary sources of liquidity are cash flows from operations and
borrowings under our senior secured credit facility, which is discussed below.
Our liquidity requirements will be to pay our debt, including interest expense
under the senior credit facility and the notes, payments to RadioShack and to
provide for working capital and capital expenditures.

         Working Capital. As of September 30, 2001, cash and cash equivalents
totaled $13.4 million. Net working capital was $76.0 million at September 30,
2001 compared to $80.3 million at June 30, 2001. This decrease was mainly due to
increases in accounts payable from unusually low levels on June 30 due to our
two week production shutdown. Accrued advertising and accrued interest also
increased during the quarter.

         Operating Activities. Net cash provided by operating activities for the
three months ended September 30, 2001 was $16.1 million compared to net cash
used of $4.4 million for the three months ended September 30, 2000. The increase
of $20.5 million was due to an increase in accounts payable of $5.9 million from
unusually low levels on June 30, 2001 when production was shut down for two
weeks. Accrued advertising and accrued interest also increased during the
quarter, accounting for $6.4 million of the increase in net cash. The non-cash
charges related to the change in value of our interest rate collar were $1.2
million during the first quarter of fiscal 2002 compared to $238,000 during the
same quarter of last year. Finally, trade receivables were virtually unchanged
at the end of the first quarter this year compared to June 30, 2001, while we
invested $7.1 million in increased trade receivables in the first quarter of
last year. The decreased receivables this year are attributable to lower sales
volumes as well as fewer days sales outstanding.

         Investing Activities. We invested $4.1 million for capital expenditures
for the three months ended September 30, 2001 compared to $4.6 million for the
prior year three-month period. We currently estimate that the total capital
expenditure requirements for the remainder of the fiscal year will be
approximately $5.0 million, which we expect to fund from cash flow from
operations or cash on hand. Our ability to make future capital expenditures is
subject to certain restrictions under our senior credit facility.

         Financing Activities. On November 30, 1999 we completed our merger and
recapitalization. Our consolidated indebtedness at September 30, 2001 was $225.2
million, consisting of:

         -        $100.0 million in 13-3/8% senior subordinated notes due 2009
                  issued with warrants to purchase 6.0% of our common and Series
                  B junior preferred stock on a fully diluted basis. These
                  warrants were assigned a value of $3.5 million. These notes
                  were issued at a price of 98.046% providing $98.0 million in
                  cash proceeds before expenses related to the issuance.
         -        $115.2 million in a senior secured credit facility consisting
                  of a five year $27.2 million term loan, a seven and one-half
                  year $88.0 million term loan and a $40.0 million revolving
                  line of credit, currently with no borrowings. The revolving
                  line of credit has a $15.0 million sub-limit for letters of
                  credit, of which we are currently utilizing approximately
                  $14.0 million.
         -        $10.0 million in variable rate industrial revenue bonds.

         During the quarter, we repaid $5.9 million of our indebtedness,
including $5.0 million of prepayments. We expect to fund principal and interest
payments on our debt from cash flow from operations, cash on hand or



                                      -15-
<PAGE>
borrowings under our revolver. Our borrowing availability under our revolver was
approximately $7.1 million at September 30, 2001.

         The credit facility and notes are subject to certain financial and
operational covenants and other restrictions, including among others,
requirements to maintain certain financial ratios and restrictions on our
ability to incur additional indebtedness. In addition, the agreements
effectively prohibit the payment of dividends on our stock. At September 30,
2001 we were in compliance with all applicable debt covenants.

         As required under the senior credit facility, we hedged one-half of our
term loans with an initial notional amount of $67.5 million with a costless
interest rate collar. The collar is based on three-month LIBOR with a floor of
6.43% and a ceiling of 8.75%. To terminate this contract at September 30, 2001,
we would have been required to pay the counter-party approximately $3.3 million.
We recorded the change in fair value of the collar as interest expense in the
consolidated statements of operations and included the resulting liability in
other liabilities on the consolidated balance sheets.

         Tax Sharing Agreement. During the quarter ended September 30, 2001,
O'Sullivan Holdings made no payment to RadioShack pursuant to the Tax Sharing
and Tax Reimbursement Agreement between O'Sullivan Holdings and RadioShack. The
effect of the merger upon our payments to RadioShack under this agreement is the
subject of an arbitration proceeding. If the ruling in the arbitration
proceeding is in RadioShack's favor, our payments under the tax sharing
agreement would be substantially higher. For the period from November 30, 1999
through September 30, 2001, we estimate this amount at $14.9 million. Payment of
this amount, however, could cause us to be in violation of one or more of the
covenants under our senior credit facility.

FORWARD LOOKING STATEMENTS.

         Cautionary Statement Regarding Forward Looking Information.

         Certain portions of this Report, and particularly the Notes to the
Consolidated Financial Statements and the Management's Discussion and Analysis
of Financial Condition and Results of Operations, contain forward-looking
statements. These statements can be identified by the use of future tense or
dates or terms such as "believe," "would," "expect," "anticipate" or "plan."
These forward-looking statements involve risks and uncertainties. Actual results
may differ materially from those predicted by the forward-looking statements.
Factors and possible events which could cause results to differ include:

         -     significant indebtedness that may limit our financial and
               operational flexibility;
         -     changes from anticipated levels of sales, whether due to future
               national or regional economic and competitive conditions,
               including new domestic or foreign entrants into the industry,
               customer acceptance of existing and new products, terrorist
               attacks or otherwise, as we experienced in fiscal 2001 and the
               first quarter of fiscal 2002;
         -     pricing pressures due to excess capacity in the ready-to-assemble
               furniture industry, as occurred in 1995, or customer demand in
               excess of our ability to supply product;
         -     raw material cost increases, particularly in particleboard and
               fiberboard, as occurred in 1994 and 1995 and to a lesser extent
               in fiscal year 2000;
         -     transportation cost increases, due to higher fuel costs or
               otherwise;
         -     loss of or reduced sales to significant customers as a result of
               a merger, acquisition, bankruptcy, liquidation or any other
               reason, as occurred with the liquidation of Montgomery Ward in
               fiscal 2001, the bankruptcy filing of Ames in August 2001 and
               with the reorganization of Service Merchandise Co., Inc. in 2000;
         -     actions of current or new competitors, foreign or domestic, that
               increase competition with our products or prices;
         -     the consolidation of manufacturers in the ready-to-assemble
               furniture industry;
         -     increased advertising costs associated with promotional efforts;
         -     increased interest rates;
         -     pending or new litigation or governmental regulations such as the
               pending arbitration involving RadioShack;
         -     other uncertainties which are difficult to predict or beyond our
               control; and


                                      -16-
<PAGE>

         -     the risk that we incorrectly analyze these risks and forces, or
               that the strategies we develop to address them could be
               unsuccessful.

See also the Risk Factors section in our annual report on Form 10-K for the year
ended June 30, 2001.

         Because these forward-looking statements involve risks and
uncertainties, actual results may differ significantly from those predicted in
these forward-looking statements. You should not place a lot of weight on these
statements. These statements speak only as of the date of this document or, in
the case of any document incorporated by reference, the date of that document.

         All subsequent written and oral forward-looking statements attributable
to O'Sullivan or any person acting on our behalf are qualified by the cautionary
statements in this section. We will have no obligation to revise these
forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Our market risk is impacted by changes in interest rates, foreign
currency exchange rates and certain commodity prices. Pursuant to our policies,
we may use natural hedging techniques and derivative financial instruments to
reduce the impact of adverse changes in market prices. We do not hold or issue
derivative instruments for trading purposes. A change in interest rates of one
percentage point would affect our cash interest expense by about $600,000 per
year.

         We have market risk in interest rate exposure, primarily in the United
States. We manage interest rate exposure through our mix of fixed and floating
rate debt. Interest rate swaps or collars may be used to adjust interest rate
exposures when appropriate based on market conditions. For qualifying hedges,
the interest differential of swaps is included in interest expense. We believe
that our foreign exchange risk is not material.

         Due to the nature of our product lines, O'Sullivan has material
sensitivity to some commodities, including particleboard, fiberboard, corrugated
cardboard and hardware. We manage commodity price exposures primarily through
the duration and terms of our vendor contracts. A one percent change in these
commodity prices, assuming none of the increase could be passed on to customers,
would affect our cost of sales by approximately $1.0 million annually.

         As noted above, in fiscal 2000 we encountered price increases in
certain commodities, which reduced our gross margin in the first quarter of
fiscal 2001. During fiscal 2001, prices for these products declined, which
helped gross margins in the second half of fiscal 2001 and the first quarter of
fiscal 2002. We cannot guarantee that there will not be further price increases
or decreases in these or other commodities.

                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

         On June 29, 1999, RadioShack Corporation (formerly Tandy Corporation)
filed a complaint against O'Sullivan Holdings in the District Court of Texas in
Tarrant County. The complaint related to a potential reduction in O'Sullivan
Holdings' tax sharing payments to RadioShack under a tax sharing and tax benefit
reimbursement agreement that would result from increased interest expense after
the completion of the then-proposed recapitalization and merger that closed on
November 30, 1999. RadioShack claims that this reduction would violate the tax
sharing agreement. The complaint sought a court order compelling O'Sullivan
Holdings to submit to a dispute resolution process. Alternatively, the complaint
sought a declaratory judgment that after the merger O'Sullivan Holdings must
continue to make tax sharing payments to RadioShack as if the merger had not
occurred.

         On October 8, 1999, the District Court ordered that O'Sullivan Holdings
begin the dispute resolution process according to the terms of the tax sharing
agreement. The District Court denied all other relief sought by RadioShack.
Pursuant to the dispute resolution provisions, RadioShack and O'Sullivan
Holdings representatives have discussed the issues in the dispute but did not
reach a resolution, and the parties commenced arbitration


                                      -17-
<PAGE>

proceedings on the matter. The hearing on the arbitration was held in October
2001, and the parties are involved in post-hearing briefing.

         During the quarters ended September 30, 2001 and 2000, O'Sullivan
Holdings made no payment to RadioShack pursuant to the tax sharing agreement. If
the ruling in the arbitration proceeding is in RadioShack's favor, O'Sullivan
Holdings' payments under the tax sharing agreement would be substantially
higher. This amount is estimated at $14.9 million for the period from November
30, 1999 through September 30, 2001. Payment of this amount, however, could
cause us to be in violation of one or more of the covenants under our senior
credit facility.

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

         (a)      Exhibits:

         A list of exhibits required to be filed as part of this Report is set
forth in the Index to Exhibits, which immediately precedes such exhibits, and is
incorporated herein by reference.

         (b)      Reports on Form 8-K:

                  None






                                      -18-
<PAGE>

                                   SIGNATURES

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


<TABLE>
<S>                                          <C>
                                                   O'SULLIVAN INDUSTRIES, INC.



Date:  November 14, 2001                       By:    /s/ Richard D. Davidson
                                                    ----------------------------
                                                        Richard D. Davidson
                                                           President and
                                                       Chief Executive Officer



Date:  November 14, 2001                       By:     /s/ Phillip J. Pacey
                                                    ----------------------------
                                                          Phillip J. Pacey
                                                     Senior Vice President and
                                                      Chief Financial Officer
                                             (Principal Financial and Accounting Officer)
</TABLE>


                                      -19-
<PAGE>

                                INDEX TO EXHIBITS


 Exhibit No.                             Description

     2.1      Amended and Restated Agreement and Plan of Merger, dated as of
              October 18, 1999, between O'Sullivan Industries Holdings, Inc. and
              OSI Acquisition, Inc. (incorporated by reference from Appendix A
              to Proxy Statement/Prospectus included in Amendment No. 5 to
              Registration Statement on Form S-4 (File No. 333-81631))

  3.1 & 4.1   Certificate of Incorporation of O'Sullivan, as amended
              (incorporated by reference from Exhibit 3.1 to Registration
              Statement on Form S-4 (File No. 333-31282))

  3.2 & 4.2   Bylaws of O'Sullivan, as amended (incorporated by reference from
              Exhibit 3.3 to Registration Statement on Form S-4 (File No.
              333-31282))

     4.3      Indenture dated as of November 30, 1999, by O'Sullivan Industries,
              Inc., as Issuer, O'Sullivan Industries - Virginia, Inc., as
              Guarantor, and Norwest Bank Minnesota, National Association, as
              Trustee, relating to O'Sullivan Industries, Inc.'s $100,000,000
              principal amount of 13.375% senior subordinated notes
              (incorporated by reference to Exhibit 4.4 to Quarterly Report on
              Form 10-Q for the quarter ended December 31, 1999 (File No.
              0-28493))

     4.4      Warrant Agreement dated as of November 30, 1999 between O'Sullivan
              Industries Holdings, Inc. and Norwest Bank Minnesota, National
              Association, as Warrant Agent, relating to warrants to purchase
              39,273 shares of O'Sullivan Industries Holdings, Inc. Series B
              junior preferred stock, including form of warrant certificate
              (incorporated by reference to Exhibit 4.5 to Quarterly Report on
              Form 10-Q for the quarter ended December 31, 1999 (File No.
              0-28493))

     4.5      Warrant Agreement dated as of November 30, 1999 between O'Sullivan
              Industries Holdings, Inc. and Norwest Bank Minnesota, National
              Association, as Warrant Agent, relating to warrants to purchase
              93,273 shares of O'Sullivan Industries Holdings, Inc. common
              stock, including form of warrant certificate (incorporated by
              reference to Exhibit 4.6 to Quarterly Report on Form 10-Q for the
              quarter ended December 31, 1999 (File No. 0-28493))

         Pursuant to Item 601(b)(4)(iii) of Regulation S-K, O'Sullivan has not
filed agreements relating to certain long-term debt aggregating $10 million.
O'Sullivan agrees to furnish the Securities and Exchange Commission a copy of
such agreements upon request.