**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM10-K/AAMENDMENT NO. 1**

                                                       (Mark One)

                                                       [X]

**                                                     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934**

                                          For the year ended December 31, 2003

or

                                                       [   ]

**                                                     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934**

                                                        For the transition period from ___________________ to ____________________

                                        Commission File Number 0-27958

**                          FLANDERS CORPORATION**

                                     (Exact name of registrant as specified in its charter)

| North        Carolina

(State        or other jurisdiction of incorporation or organization)       | 13-3368271

(IRS        Employer ID Number) |
|----------------------------------------------------------------------------------------------------|---------------------------------------------|
| 2399        26th Avenue North, St. Petersburg, FL

(Address        of principal executive offices) | 33734

(Zip        Code)                    |

                                                     Registrants telephone number, including area code:  (727) 822-4411

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

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

Title of eachclass

Common Stock, $.001 per share par value

> 
Indicate by check mark whether the  registrant: (1) has filed all reports required to be filed by Section 13 or  15(d) of the Securities Exchange Act of 1934 during the preceding 12 months  (or for such shorter period that the registrant was required to file such  reports), and (2) has been subject to such filing requirements for the past 90  days.

YES_X__

NO      

 

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

YES___

NO   X 

As of June 30, 2003,the aggregate market value of the voting stock held by non-affiliates of theregistrant was approximately

$35.3 million.

 

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

YES___

NO   X 

 

As of February 23, 2004, the number of sharesoutstanding of the registrants common stock was 26,151,846 shares.

 

Documents incorporatedinto this report on Form 10-K by reference: None.

**ExplanatoryNote:**

 

Thisamendment No. 1 to Form 10-K on behalf of Flanders Corporation for the yearended December 31, 2003, is filed to include the typed name of the applicablesignor after the "/s/" and that the Section 302 and Section 906certifications required pursuant to the Sarbanes-Oxley Act of 2002 beappropriately identified as Exhibits 31 and 32 to this filing, respectively. In addition, the signatures to the Section 302 and Section 906Sarbanes-Oxley certifications filed as Exhibits 31 and 32 also include the typedname of the signor after the "/s/".  Allparties signed this form 10-K as originally indicated but their names were nottyped out next to the "/s/" in the original filing.  No other changes are made to this filing.