<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

Form 10-Q


+--+
|X | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
+--+ SECURITIES EXCHANGE ACT Of 1934

         For the quarterly period ended       June 30, 2002
                                        ---------------------------------

+--+
|  | 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             000-26991
                        ----------------------------------------------
                  Anthony & Sylvan Pools Corporation
---------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

                  Ohio                                      31-1522456
----------------------------------------------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

    6690 Beta Drive, Mayfield Village, Ohio                  44143
----------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code  (440) 720-3301
                                                    ------------------


Former name, former address and former fiscal year, if changed since last
report.


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, as
amended, 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     N/A
                                              ---    ---     ---

Indicate the number of shares outstanding of each of the issuer's classes of
common shares, as of the latest practicable date.

            Class                     Outstanding at August 7, 2002
---------------------------           -----------------------------

Common Shares, no par value                  4,842,161 Shares




<PAGE>


              ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q

                      FOR THE QUARTER ENDED JUNE 30, 2002

                                     INDEX

<TABLE>
<CAPTION>

                                                                                                      Sequential
                                                                                                       Page No.
                                                                                                      ----------
<S>                                                                                                       <C>

Part I - Financial Information
     Item 1.  Financial Statements
                Condensed Consolidated Balance Sheets -
                June 30, 2002 and December 31, 2001...............                                           3
                Unaudited Condensed Consolidated Statements
                   of Income -Three Months and Six Months Ended
                     June 30, 2002 and 2001..........................                                        4
                Unaudited Condensed Consolidated Statements
                   of Cash Flows - Six Months Ended
                    June 30, 2002 and 2001..........................                                         5
                Notes to Unaudited Condensed Consolidated
                   Financial Statements     .............................                                  6-8
                Independent Accountants' Review Report..............                                         9

         Item 2.  Management's Discussion and Analysis of
                      Financial Condition and Results of Operations..                                    10-12

Part II - Other Information

         Item 1.  Legal Proceedings..............................                                           13

         Item 2.  Changes in Securities..........................                                           13

         Item 4.  Submission of Matters to a Vote of Security
                        Holders........................................                                     13

         Item 6.  Exhibits and Reports on Form 8-K...............                                           13


</TABLE>










                                       2
<PAGE>



PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

               ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                   June 30,   December 31,
                                                                                     2002         2001
                                                                                   --------   ------------
                                                                                 (unaudited)    (audited)
<S>                                                                                <C>              <C>

ASSETS
Current Assets:
      Cash and cash equivalents ................................................   $  3,964    $    351
      Contract receivables, net ...............................................       7,433      16,897
        Inventories, net .......................................................      7,872       5,799
        Prepayments and other ..................................................      1,796       2,346
        Deferred income taxes ..................................................      1,940       2,037
                                                                                   --------    --------
           Total current assets ................................................     23,005      27,430

Property, Plant and Equipment, net .............................................      9,074       9,307
Goodwill, net .................................................................      26,276      26,276
Deferred income taxes ..........................................................       --           146
Other ..........................................................................      2,798       2,839
                                                                                   --------    --------
                                                                                   $ 61,153    $ 65,998
                                                                                   ========    ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
        Current maturities of long-term debt ...................................   $   --      $      5
        Accounts payable .......................................................      9,807       7,383
        Accrued expenses .......................................................     15,460      13,029
        Accrued income taxes ...................................................         48          67
                                                                                   --------    --------
           Total current liabilities ...........................................     25,315      20,484

Long-term Debt .................................................................       --         7,550
Deferred Income Tax Liabilities ................................................         99        --
Other Long-term Liabilities ....................................................      2,392       2,335
Commitments and Contingencies ..................................................       --          --

Shareholders' Equity:
        Serial preferred shares no par value,
          1,000,000 shares authorized,
             none issued .......................................................       --          --
        Common shares no par value,
          29,000,000 shares authorized, 4,849,861 shares issued and 4,842,161
          outstanding at June 30, 2002 and 5,106,755 shares issued and 5,106,455
          outstanding at December 31, 2001  ....................................     38,457      40,305
        Unearned stock compensation ............................................       (522)       --
        Treasury share equivalents,
          1,080,599 shares at June 30, 2002
          and 1,073,199 at December 31, 2001 ...................................     (5,637)     (5,592)
        Retained earnings ......................................................      1,049         916
                                                                                   --------    --------
           Total shareholders' equity                                                33,347      35,629
                                                                                   --------    --------
                                                                                   $ 61,153    $ 65,998
                                                                                   ========    ========

</TABLE>


See notes to unaudited condensed consolidated financial statements.



                                       3
<PAGE>



               ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                        (In thousands, except share data)

<TABLE>
<CAPTION>

                                  Three Months Ended      Six Months Ended
                                       June 30,               June 30,
                                   2002        2001        2002        2001
                                  ------     -------    --------      ------
<S>                             <C>         <C>         <C>         <C>
Net sales....................   $ 63,372    $ 68,685    $ 91,665    $ 94,774

Cost of sales................     44,359      47,072      66,742      68,170
                                --------    --------    --------    --------

  Gross profit...............     19,013      21,613      24,923      26,604

Operating expenses(a)........     14,036      15,091      24,558      25,213
                                --------    --------    --------    --------

  Income from operations.....      4,977       6,522         365       1,391

Interest and other ..........         30          (7)        152         139
                                --------    --------    --------    --------

  Income before income taxes.      4,947       6,529         213       1,252

Provision for income taxes...      1,855       2,345          80         244
                                --------    --------    --------    --------

  Net income(a)..............   $  3,092    $  4,184    $    133     $ 1,008
                                ========    ========    ========     =======


Earnings per share:

  Basic                            $0.63       $0.82        $.03        $.20
                                 =======     =======     =======      ======

  Diluted                          $0.61       $0.79        $.03        $.19
                                 =======     =======     =======      ======


Average shares outstanding:

  Basic                            4,899       5,126       4,998       5,117
                                 =======     =======     =======     =======

  Diluted                          5,029       5,264       5,129       5,254
                                 =======     =======     =======     =======

</TABLE>


(a)    Operating expenses include a non-cash deferred compensation credit of
       $575 and goodwill amortization expense of $368 in the six months ended
       June 30, 2001 and goodwill amortization expense of $184 in the three
       months ended June 30, 2001. Adjusting for these items, the pro forma net
       income for the six months ended June 30, 2001 would have been $737 or
       $0.14 per diluted share and the pro forma net income for the three months
       ended June 30, 2001 would have been $4,304 or $0.82 per diluted share.


See notes to unaudited condensed consolidated financial statements.




                                       4
<PAGE>



               ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                                Six Months Ended
                                                                                                     June 30,
                                                                                             2002                2001
                                                                                          ---------            -------
<S>                                                                                       <C>                  <C>

Cash Flows from Operating Activities:
      Net income.....................................                                     $    133             $ 1,008
      Adjustments to reconcile net income to
        net cash provided by operating activities:
           Depreciation and amortization...............                                      1,459               1,686
           Non-cash deferred compensation..............                                         64                (575)
           Deferred income taxes.......................                                        342                   -
           Other.......................................                                         52                   7
       Changes in operating assets and liabilities net of assets acquired:
           Contract receivables........................                                      9,464               3,219
           Inventories.................................                                     (2,073)               (558)
           Prepayments and other.......................                                        550                  88
           Accounts payable............................                                      2,424               3,501
           Accrued expenses and other..................                                      2,412               5,023
                                                                                          --------             -------
               Net cash provided by operating activities.                                   14,827              13,399
                                                                                          --------             -------

Cash Flows from Investing Activities:
      Additions to property, plant and equipment.....                                       (1,269)             (2,197)
      Other..........................................                                           89                (117)
                                                                                          --------              ------
               Net cash used in investing activities.....                                   (1,180)             (2,314)
                                                                                          --------              ------

Cash Flows from Financing Activities:
      Repayment of long term debt....................                                       (7,555)             (1,282)
      Proceeds on exercise of stock options..........                                           34                   -
      Proceeds on issuance of shares.................                                            -                 250
      Purchase of treasury shares....................                                       (2,513)             (2,000)
                                                                                          --------             -------
              Net cash used in financing activities.....                                   (10,034)             (3,032)
                                                                                          --------             -------

Net increase in cash and cash equivalents.........                                           3,613               8,053

Cash and Cash Equivalents:
  Beginning of period.............................                                             351                 422
                                                                                          --------             -------
  End of period...................................                                        $  3,964             $ 8,475
                                                                                          ========             =======

Supplemental Cash Flow Information:
           Interest paid                                                                  $    157             $   147
                                                                                          ========             =======
           Income taxes paid                                                              $   (399)            $   530
                                                                                          ========             =======

</TABLE>


See notes to unaudited condensed consolidated financial statements.



                                       5
<PAGE>



               ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)      BASIS OF PRESENTATION

                  Anthony & Sylvan Pools Corporation and Subsidiaries (the
         "Company") is among the largest residential in-ground concrete pool
         sales and installation businesses in the United States and operates in
         one business segment.

(2)      INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  The accompanying condensed consolidated balance sheet as of
         June 30, 2002 and statements of income and cash flows for the
         three-month and six-month periods ended June 30, 2002 and 2001 are
         unaudited. In the opinion of management, these interim unaudited
         condensed consolidated financial statements have been prepared on the
         same basis as the audited financial statements for the year ended
         December 31, 2001, except for the adoption of SFAS 142 as further
         described in Note 7, and include all adjustments, consisting of only
         normal and recurring adjustments, necessary for the fair presentation
         of the interim period. The disclosures in the notes related to these
         interim unaudited condensed consolidated financial statements are also
         unaudited. The unaudited condensed consolidated statements of income
         for the three-month and six-month period ended June 30, 2002 are not
         necessarily indicative of the results to be expected for the full year.
         Financial statements should be read in conjunction with the audited
         financial statements included in the annual report on Form 10-K.

(3)      EARNINGS PER SHARE

                  Basic earnings per share is computed by dividing net income by
         the weighted average number of common shares outstanding. Diluted
         earnings per share is based on the combined weighted average number of
         shares outstanding including the assumed exercise or conversion of
         options. The treasury stock method is used in computing diluted
         earnings per share. The calculations are as follows (in thousands
         except per share data):

                                           THREE-MONTHS ENDED  SIX-MONTHS ENDED
                                                JUNE 30,           JUNE 30,
                                             2002     2001      2002     2001
                                             ----     ----      ----     ----
                                                (UNAUDITED)       (UNAUDITED)

           Numerator
            Net income available
             to common shareholders         $ 3,092  $ 4,184   $  133   $ 1,008
                                            =======  =======   ======   =======

           Denominator
            Weighted average common
             shares outstanding               4,899   5,126     4,998     5,117

            Dilutive effect of
             stock options                      130     138       131       137
                                            -------  -------   ------   -------

           Denominator for net
            Income per
            diluted share                    5,029    5,264     5,129     5,254
                                            =======  =======   ======   =======




                                       6
<PAGE>


           Earnings per share:

              Basic                         $ 0.63   $ 0.82    $  .03   $   .20
                                            =======  =======   ======   =======

              Diluted                       $ 0.61   $ 0.79    $  .03   $   .19
                                            =======  =======   ======   =======


(4)      CAPITAL STOCK

                  On May 1, 2002, the Board of Directors authorized a 10% stock
         dividend to be distributed on or about May 30, 2002 to shareholders of
         record on May 16, 2002. The unaudited condensed consolidated financial
         statements have been retroactively restated to reflect the number of
         shares outstanding following the dividend.

                  On May 8, 2002, the Company purchased a block of approximately
         337,000 shares of its common stock in a private transaction for
         approximately $2.4 million.

(5)      DEBT

                  The company has a $35 million revolving credit facility
         ("Credit Facility") with a group of banks secured by the assets of the
         Company. The Company's borrowing capacity and interest rates under the
         Credit Facility are based on its profitability and leverage. Interest
         is charged at increments over either Prime or Libor rates. In addition
         a 37.5 basis points commitment fee is payable on the total amount of
         the unused commitment. As of June 30, 2002, there were no outstanding
         borrowings under the Credit Facility and the available borrowings were
         $7.2 million. The Company is in compliance with all of its debt
         covenants under the Credit Facility.

(6)      LITIGATION

                  Certain claims, suits and complaints arising in the ordinary
         course of business have been filed or are pending against the Company.
         In the opinion of management, the results of all such matters will not
         have a material adverse effect on the Company's financial position,
         results of operations or liquidity.

(7)      NEW ACCOUNTING STANDARDS

                  The Company adopted Statement of Financial Accounting
         Standards No. 142, "Goodwill and Other Intangible Assets," effective
         January 1, 2002. Upon adoption, the Company ceased to amortize $26.3
         million of goodwill. It had recorded $368,000 of amortization of
         goodwill in the six-months ended June 30, 2001 and $184,000 in the
         three-months ended June 30, 2001 and would have recorded similar
         amounts of amortization in 2002. Excluding any goodwill amortization in
         the six-months ended June 30, 2001 would have increased the reported
         net income to $1,312,000 or $0.25 per diluted share, for the six-month
         period and to $4,304,000 or $0.82 per diluted share, in the three-month
         period ended June 30, 2001.

                  In lieu of amortization, the Company was required to perform
         an initial impairment review of goodwill before June 30, 2002. This
         initial impairment review was completed during the first quarter of






                                       7
<PAGE>



         2002. Based on the results of the review, management does not believe
         any impairment of goodwill exists.

                  On January 1, 2002, the Company adopted Statement No. 144,
         "Accounting for the Impairment of Long-Lived Assets." This Statement
         which supersedes Statement No. 121, "Accounting for the Impairment of
         Long-Lived Assets to be Disposed of," provides a single accounting
         model for long-lived assets to be disposed of. Although retaining many
         of the fundamental recognition and measurement provisions of Statement
         No. 121, the Statement significantly changes the criteria that would
         have to be met to classify an asset as held-for-sale. The distinction
         is important because assets held-for-sale are stated at the lower of
         their fair values or carrying amounts and depreciation is no longer
         recognized. The adoption of Statement No. 144 did not have a
         significant impact on the consolidated financial position, results of
         operations or cash flows of the Company.

                  In July 2002, the FASB issued SFAS 146, Accounting for Costs
         Associated with Exit or Disposal Activities. It addresses issues
         regarding the recognition, measurement, and reporting of costs that are
         associated with exit and disposal activities, including restructuring
         activities that are currently accounted for pursuant to the guidance
         that the Emerging Issues Task Force (EITF) set forth in EITF Issue No.
         94-3, "Liability Recognition for Certain Employee Termination Benefits
         and Other Costs to Exit an Activity (including Certain Costs Incurred
         in a Restructuring)." Examples of costs covered by the standard include
         lease termination costs and certain employee severance costs that are
         associated with a restructuring, discontinued operations, plant
         closing, or other exit or disposal activity. SFAS 146 is scheduled to
         replace Issue 94-3 on January 1, 2003 for exit or disposal activities
         that are initiated after December 31, 2002. Earlier adoption is
         encouraged. The Company has not yet determined the timing of adoption
         or the impact of SFAS 146.


(8)      SUBSEQUENT EVENTS

         None














                                       8
<PAGE>







INDEPENDENT ACCOUNTANTS' REVIEW REPORT


   To the Board of Directors and Shareholders of Anthony & Sylvan Pools
   Corporation and subsidiaries


   We have reviewed the accompanying condensed consolidated balance sheet of
   Anthony & Sylvan Pools Corporation and subsidiaries (the "Company") as of
   June 30, 2002, and the related condensed consolidated statements of income
   and cash flows for the three-month and six-month periods ended June 30, 2002.
   These condensed consolidated financial statements are the responsibility of
   the Company's management.

   We conducted our review in accordance with standards established by the
   American Institute of Certified Public Accountants. A review of interim
   financial information consists principally of applying analytical procedures
   to financial data and making inquiries of persons responsible for financial
   and accounting matters. It is substantially less in scope than an audit
   conducted in accordance with auditing standards generally accepted in the
   United States of America, the objective of which is the expression of an
   opinion regarding the financial statements taken as a whole. Accordingly, we
   do not express such an opinion.

   Based on our review, we are not aware of any material modifications that
   should be made to the accompanying condensed consolidated financial
   statements referred to above for them to be in conformity with accounting
   principles generally accepted in the United States of America.

   We have previously audited, in accordance with auditing standards generally
   accepted in the United States of America, the consolidated balance sheet of
   Anthony & Sylvan Pools Corporation and subsidiaries as of December 31, 2001,
   and the related consolidated statements of income, shareholders' equity, and
   cash flows for the year then ended (not presented herein); and in our report
   dated February 15, 2002 we expressed an unqualified opinion on those
   consolidated financial statements. In our opinion, the information set forth
   in the accompanying condensed consolidated balance sheet as of December 31,
   2001, is fairly stated, in all material respects, in relation to the
   consolidated balance sheet from which it has been derived.

   As discussed in Note 7 to the condensed consolidated financial statements,
   the Company changed its method of accounting for goodwill in 2002.



   KPMG LLP


   July 23, 2002




                                       9
<PAGE>



   ITEM 2.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

   CRITICAL ACCOUNTING POLICIES

   The Company's discussion and analysis of its financial condition and results
   of operations are based upon the Company's consolidated financial statements,
   which have been prepared in accordance with accounting principles generally
   accepted in the United States. The Company believes the following critical
   accounting policies affect its more significant estimates and assumptions
   used in the preparation of its consolidated financial statements.

   REVENUE RECOGNITION Revenue from pool installation contracts is recognized on
   the percentage-of-completion accounting method based on the proportion of
   total costs incurred during the various phases of installation as a
   percentage of total estimated contract costs. Revisions in cost and revenue
   estimates are reflected in the period in which the facts requiring such
   revisions become known. Provision is made currently for estimated losses on
   uncompleted installations. The majority of the Company's contracts call for
   progress payments to be made while completing individual phases of the
   installation until the final phases of installation, at which time the
   remaining portion is recognized as a contract receivable. Progress payments
   in excess of revenue recognized are classified as billings in excess of costs
   and estimated earnings on uncompleted contracts, and are included in accrued
   expenses. Unbilled contract receivables are not material at any point in
   time. Contract costs include direct material, labor, subcontract costs and
   overheads. Selling and administrative expenses are charged to income as
   incurred.

   WARRANTY The Company accrues an estimate of warranty claims using regression
   analysis formulas and estimates of the aggregate liability for claims based
   on the Company's historical experience. The portion of claims the Company
   estimates will not be paid within one year is included in other long-term
   liabilities.


   RESULTS OF OPERATIONS

   THREE MONTHS ENDED JUNE 30, 2002 COMPARED WITH THREE MONTHS ENDED JUNE 30,
   2001

   Net sales of $63.4 million for the three-months ended June 30, 2002 decreased
   7.7% from $68.7 million for the same period in fiscal 2001. The decrease was
   primarily attributable to a decrease in unit production as a result of some
   areas of the business experiencing more consumer constraint and price
   sensitivity, partially offset by increases in average selling prices compared
   with a year earlier.

   Gross profit decreased $2.6 million to $19.0 million in 2002 from $21.6
   million in 2001, primarily as a result of the decrease in net sales. Gross
   profit, as a percentage of sales for the three months, decreased from 31.5%
   of net sales to 30.0% as a result of higher material, subcontractor and other
   costs incurred in some of our markets which have not been fully offset by
   increases in average selling prices.

   Operating expenses, consisting of selling and administrative expenses,
   decreased by $1.1 million to $14.0 million in 2002 from $15.1 million in
   2001. As a percentage of sales, operating expenses increased slightly from
   22.0% in 2001 to 22.1% in 2002. The decrease in operating expenses was partly






                                       10
<PAGE>



   attributable to decreases in headcount, professional fees and goodwill
   amortization.

   The effective tax rate increased from 35.9% in 2001 to 37.5% in 2002 as a
   result of the annualized effect of a credit to non-cash deferred compensation
   in 2001, which was not included for tax purposes.

   As a result of the above items, net income for the three-month period
   decreased from $4.2 million in 2001 to $3.1 million in 2002. Net income per
   diluted share decreased $0.18 per share to $0.61 in 2002.

   SIX MONTHS ENDED JUNE 30, 2002 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2001

   Net sales of $91.7 million for the six-months ended June 30, 2002 decreased
   3.3% from $94.8 million for the same period in fiscal 2001. The decrease was
   primarily attributable to a decrease in unit production as a result of lower
   consumer confidence levels that began to emerge in the second half of 2001,
   partially offset by increases in average selling prices compared with a year
   earlier.

   Gross profit decreased $1.7 million from $26.6 million in 2001 to $24.9
   million in 2002 as a result of the decrease in net sales. Gross profit as a
   percentage of sales for the six months decreased from 28.1% of net sales to
   26.8%, primarily as a result of a combination of the decrease in revenues
   and higher direct costs not being fully offset by increases in average
   selling prices.

   Operating expenses, consisting of selling and administrative expenses
   decreased $0.7 million from $25.2 million in 2001 to $24.5 million in 2002.
   As a percentage of sales, operating expenses increased slightly from 26.6% in
   2001 to 26.8% in 2002. The decrease in operating expenses was partially
   attributable to decreases in headcount, professional fees and goodwill
   amortization. Included in 2001 results was a credit of $.6 million for
   non-cash deferred compensation related to the Company's long-term incentive
   plan, which was amended in the first quarter of 2001.

   The effective tax rate increased from 19.5% in 2001 to 37.5% in 2002,
   primarily as a result of the $0.6 million non-cash deferred compensation
   which was included in the 2001 results. This item was not included for tax
   purposes.

   As a result of the above net income for the six-month period decreased $0.9
   million to $0.1 million in 2002. Net income per diluted share, decreased
   $0.16 per share from $0.19 per share from the same period last year.

                         LIQUIDITY AND CAPITAL RESOURCES

   Cash flow from operating activities was $14.8 million for the six-months
   ended June 30, 2002 compared with $13.4 million in the same period in fiscal
   2001. The increase is attributable to reductions in receivables of $9.5
   million in 2002 compared with reductions of $3.2 million in 2001, partially
   offset by larger increases in inventory and smaller increases in accounts
   payable and accrued expenses when compared with the same period last year.
   The Company had $16.9 million of receivables at December 31, 2001 compared
   with $11.6 million at December 31, 2000 as a result of increased revenue
   generated under deferred payment sales programs run in the Company's
   Northeast markets during the fourth quarter of each year. The majority of the
   revenue generated under these programs was collected during the first quarter
   of each of the years. Cash used in investing activities decreased $1.1
   million from $2.3 million in 2001 to $1.2 million in 2002 as a result of
   lower capital expenditures. The remaining cash provided by operating
   activities was used to repay bank borrowings,





                                       11
<PAGE>



   reducing long-term debt to zero and to finance approximately $2.5 million of
   treasury stock purchases.

   The Company has a $35 million revolving credit facility ("Credit Facility")
   with a group of banks secured by the assets of the Company. Total available
   borrowing capacity under the Credit facility at June 30, 2002 was $7.2
   million. The Company is in compliance with all of its debt covenants under
   the Credit Facility.

   The Company believes that existing cash and cash equivalents, internally
   generated funds and funds available under its line of credit will be
   sufficient to meet its needs.

            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

   The Company is exposed to various market risks, including changes in pricing
   of equipment, materials and contract labor, and interest rates. Market risk
   is the potential loss arising from adverse changes in market rates and
   prices, such as commodity prices and interest rates. The Company does not
   enter into financial instruments to manage and reduce the impact of some of
   these risks. Further, the Company does not enter into derivatives or other
   financial instruments for trading or speculative purposes.

   The Company is exposed to cash flow and risk arising out of changes in
   interest rates with respect to its long-term debt. Information with respect
   to the Company's principal cash flows and weighted average interest rates on
   long-term debt at June 30, 2002 is included in the Unaudited Condensed
   Consolidated Financial Statements and the Notes to the Unaudited Condensed
   Consolidated Financial Statements.

   Prior to an amendment of the Company's Long-Term Incentive Plan on April 1,
   2001, the Company's financial results were impacted by fluctuations in its
   stock price, as a portion of the Company's Long-Term Incentive Plan was
   treated as a variable versus a fixed stock option or award plan. As a result
   of the amendment, the Company no longer accounts for any portion of the Plan
   as a variable plan.

                           CYCLICALITY AND SEASONALITY

   The Company believes that the in-ground swimming pool industry is strongly
   influenced by general economic conditions and tends to experience periods of
   decline during economic downturns. Since the majority of the Company's
   swimming pool installation purchases are financed, pool sales are
   particularly sensitive to interest rate fluctuations and the availability of
   credit. A sustained period of high interest rates could result in declining
   sales, which could have a material adverse effect on The Company's financial
   condition and results of operations.

   Historically, approximately two-thirds of the Company's revenues have been
   generated in the second and third quarters of the year, the peak season for
   swimming pool installation and use. Conversely, the Company typically incurs
   net losses during the first and fourth quarters of the year. Unseasonably
   cold weather or extraordinary amounts of rainfall during the peak sales
   season can significantly reduce pool purchases. In addition, unseasonably
   early or late warming trends can increase or decrease the length of the
   swimming pool season, significantly affecting sales and operating profit.





                                       12
<PAGE>



PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          No change

ITEM 2.   CHANGES IN SECURITIES

          No change

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS

          None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)   Exhibits

          10.1     Amendment No. 4 dated as of June 30, 2002 to the Credit
                   Agreement dated as of July 8, 1999 among Anthony and Sylvan
                   Pools Corporation and the Lending Institutions - National
                   City Bank, Firstar Bank, N.A. and LaSalle Bank N.A.

          99.1     Certification pursuant to 18 U.S.C Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

          99.2     Certification pursuant to 18 U.S.C Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



          (b)      Reports on Form 8-K

                   None

















                                       13
<PAGE>



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.



                                           Anthony & Sylvan Pools Corporation
                                           (Registrant)




                                           Stuart D. Neidus
                                           ------------------------------------
                                           STUART D. NEIDUS
                                           Chairman and Chief Executive Officer
                                           (Principal Executive Officer)




                                           William J. Evanson
                                           ------------------------------------
                                           WILLIAM J. EVANSON
                                           Executive Vice President
                                           and Chief Financial Officer
                                           (Principal Accounting Officer)






Date:  August 13, 2002






















                                       14