<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

FORM 10-Q/A

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

         For the quarterly period ended       SEPTEMBER 30, 2000
                                        ------------------------

+--+
|  | 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 November 12, 2000
  ----------------------------
  Common Shares, no par value              3,687,470 Shares

                                EXPLANATORY NOTE

This amendment on Form 10-Q/A amends the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 2000, as filed by the Registrant on
November 14, 2000, and is being filed to reflect the restatement of the
Registrant's condensed consolidated financial statements (see Note 8 to the
unaudited condensed consolidated financial statements).



                                       1


<PAGE>   2


                ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARY
                                   FORM 10-Q/A

                      FOR QUARTER ENDED SEPTEMBER 30, 2000

                                      INDEX


<TABLE>
<CAPTION>

                                                                                                      Sequential
                                                                                                       Page No.
                                                                                                      -----------

<S>                                                                                                        <C>

Part I - Financial Information
     Item 1.  Financial Statements
          Condensed Consolidated Balance Sheets -
              September 30, 2000 and December 31, 1999....................................                   3
          Unaudited Condensed Consolidated Statements of
              Operations - Three Months and Nine Months Ended
                  September 30, 2000 and 1999.............................................                   4
          Unaudited Condensed Consolidated Statements of
              Cash Flows - Nine Months Ended
                  September 30, 2000 and 1999.............................................                   5
          Notes to Unaudited Condensed Consolidated
              Financial Statements........................................................                 6-8
          Independent Accountants' 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>   3


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                                                September 30,           December 31,
                                                                                     2000                   1999
                                                                                 -----------            ------------
                                                                                 (As restated
                                                                                  per Note 8)
<S>                                                                                  <C>                      <C>
ASSETS
------
Current Assets:
      Cash and cash equivalents.....................................               $  7,853              $    533
      Contract receivables, net.....................................                  7,855                 8,101
      Inventories, net .............................................                  5,849                 5,282
      Prepayments and other ........................................                  1,440                 1,673
      Deferred income taxes.........................................                  2,320                 2,584
                                                                                   --------              --------
           Total current assets.....................................                 25,317                18,173

Property, Plant and Equipment, net..................................                  8,375                 8,107
Goodwill, net.......................................................                 27,157                27,386
Other ..............................................................                  1,950                 1,841
                                                                                   --------              --------
                                                                                   $ 62,799              $ 55,507
                                                                                   ========              ========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:

        Current maturities of long-term debt........................               $     78              $    171
        Accounts payable............................................                  8,749                 5,782
        Accrued expenses............................................                 14,733                11,695
        Accrued income taxes........................................                  1,828                   451
                                                                                  ---------            ----------
           Total current liabilities                                                 25,388                18,099

Long-term Debt .....................................................                     11                 4,593
Other Long-term Liabilities.........................................                  1,286                 2,243
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,
            3,624,057 and 3,602,263 outstanding,
            and 2,975,260 and 2,869,264 issued,
            in 2000 and 1999, respectively..........................                 30,080                27,395
        Treasury shares at cost,
           648,797 in 2000 and 732,999 in 1999.                                      (4,055)               (4,581)
        Retained earnings...........................................                 10,089                 7,758
                                                                                   --------              --------
            Total shareholders' equity..............................                 36,114                30,572
                                                                                   --------              --------
                                                                                   $ 62,799              $ 55,507
                                                                                   ========              ========

</TABLE>

See notes to unaudited condensed consolidated financial statements.


                                       3

<PAGE>   4


                       ANTHONY & SYLVAN POOLS CORPORATION
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                        (In thousands, except share data)


                                  Three Months Ended     Nine Months Ended
                                     September 30,         September 30,
                                   2000        1999      2000        1999
                                  ------     -------    --------      -----
                              (As restated           (As restated
                               per Note 8)            per Note 8)

Net sales....................   $ 63,188    $ 58,483    $160,778    $147,059
Cost of sales................     44,985      42,637     115,642     107,786
                                 -------     -------     -------     -------
  Gross profit...............     18,203      15,846      45,136      39,273
Operating expenses...........     13,394      12,497      37,937      34,427
                                 -------     -------     -------     -------
  Income from operations.....      4,809       3,349       7,199       4,846
Interest and other...........        (72)         62         145       1,785
                                 -------     -------     -------     -------
  Income before income taxes.      4,881       3,287       7,054       3,061
Provision for income taxes...      1,665       1,315       2,744       1,197
                                  ------     -------     -------      ------
  Net income.................   $  3,216    $  1,972    $  4,310     $ 1,864
                                ========    ========    ========     =======

Earnings per share:
  Basic                            $1.08       $0.53       $1.46       $0.51
                                 =======     =======     =======      ======
  Diluted                          $0.92       $0.48       $1.25       $0.45
                                 =======     =======     =======      ======

Average shares outstanding:
  Basic                            2,974       3,686       2,944       3,686
                                 =======     =======     =======     =======
  Diluted                          3,492       4,149       3,461       4,149
                                 =======     =======     =======     =======



See notes to unaudited condensed consolidated financial statements.


                                       4


<PAGE>   5


                ANTHONY & SYLVAN POOLS CORPORATION AND SUBSIDIARY
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                               Nine Months Ended
                                                                                                 September 30,
                                                                                             2000                1999
                                                                                          ---------            ------
                                                                                         (As restated
                                                                                          per Note 8)

<S>                                                                                          <C>                 <C>

Cash Flows from Operating Activities:
      Net income......................................                                    $  4,310             $ 1,864
      Adjustments to reconcile net income to
        net cash provided by operating activities:
                Depreciation and amortization............                                    2,101               1,856
                Non-cash deferred compensation expense...                                      648                   -
                Deferred income taxes....................                                      264                 231
                Other....................................                                       43                 214
       Changes in operating assets and liabilities net of assets acquired:
           Contract receivables........................                                        284               1,886
           Inventories.................................                                       (567)             (1,837)
           Prepayments and other.......................                                        124              (1,345)
           Accounts payable............................                                      2,941               3,523
           Accrued expenses and other..................                                      4,230               4,940
                                                                                          --------             -------
               Net cash provided by operating activities.                                   14,378              11,332
                                                                                          --------             -------
Cash Flows from Investing Activities:
      Additions to property, plant and equipment......                                      (1,840)             (2,760)
      Other...........................................                                        (176)                  -
                                                                                          --------              ------
               Net cash used in investing activities.....                                   (2,016)             (2,760)
                                                                                          --------              ------
Cash Flows from Financing Activities:
      Net transactions with Essef Corporation........                                            -              (2,119)
      Repayment of long term debt and funding of
      Other long-term liabilities....................                                       (5,632)               (183)
      Proceeds on exercise of stock options..........                                           20                   -
      Proceeds from sale of treasury shares..........                                          570                   -
                                                                                          --------             -------
              Net cash used in financing activities.....                                    (5,042)             (2,302)
                                                                                          --------             -------
Net increase in cash and cash equivalents..........                                          7,320               6,270

Cash and Cash Equivalents:
  Beginning of period..............................                                            533                   -
                                                                                          --------             -------
  End of period....................................                                       $  7,853             $ 6,270
                                                                                          ========             =======
Supplemental Cash Flow Information:
           Interest paid                                                                  $    180             $ 1,683
                                                                                          ========             =======
           Income taxes paid/(refunded)                                                   $  1,396             $  (124)
                                                                                          ========             =======
Non-cash financing and investing activities:
           Former parent's inter-company debt
           contributed to capital                                                         $      -              $27,241
                                                                                          ========              =======

</TABLE>

See notes to unaudited condensed consolidated financial statements.


                                       5

<PAGE>   6


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

(1)        BASIS OF PRESENTATION

                Anthony & Sylvan Pools Corporation and Subsidiary (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.

                On August 10, 1999, a third party (the "Acquiring Party")
           acquired Essef Corporation ("Essef") the Company's former parent, in
           a merger transaction that included the Company being split-off to
           Essef's common shareholders through a taxable distribution of 100% of
           the Company's shares as part of the merger consideration. The
           split-off was accomplished through the distribution of 0.25 shares of
           common stock for every share of Essef common stock held at the time
           of the distribution. Immediately prior to the split-off, the Company
           amended its articles of incorporation to provide for the issuance of
           up to 1,000,000 serial preferred shares and 29,000,000 shares of
           common stock.

                The Company, Essef and Acquiring Party have entered into various
           agreements that provide for administrative services, tax sharing and
           indemnification (the "Agreements".) Among other things, these
           Agreements provided for the Company to pay a dividend of $17,000,000,
           subject to certain adjustments, to Essef with the balance of the
           inter-company payable being contributed to capital retroactive to the
           split-off date. The potential adjustments to the $17,000,000
           primarily related to the net tax benefit, as defined in the
           Agreements, realized by Essef from the exercise of employee stock
           options net of the corporate tax payable from the split-off. Pursuant
           to the Agreements, the calculation of adjustments has been completed
           and the Company was not required to pay Essef any of the $17,000,000.
           As such all of the Company's debt to Essef, which totaled $27,241,000
           at the date of the split-off, was contributed to the Company's
           capital increasing shareholders' equity to approximately $34,700,000
           at the date of the split-off.

                Company management believes that for the periods presented
           herein in which the Company was owned by Essef that the financial
           statements reflect all material expenses of the Company as if it was
           organized as a stand-alone legal entity including specifically
           identifiable costs incurred by Essef on behalf of, and charged to,
           the Company.

(2)        INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                The accompanying condensed consolidated balance sheet as of
           September 30, 2000 and statements of operations for the three-month
           and nine-month periods ended September 30, 2000 and 1999 and cash
           flows for the nine-month periods ended September 30, 2000 and 1999
           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, 1999 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
           operations for the three-month and nine-month periods ended September
           30, 2000 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


                                       6

<PAGE>   7


           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. For the periods prior to the split-off from
           Essef, earnings per share is calculated based on the number of
           shares that would have been outstanding assuming the split-off had
           ccurred at the beginning of the period shown. The calculations are
           as follows (in thousands except per share data):

<TABLE>
<CAPTION>


                                         THREE-MONTHS ENDED    NINE-MONTHS ENDED
                                            SEPTEMBER 30,        SEPTEMBER 30,
                                         2000        1999        2000        1999
                                        ------     -------     -------      ------
                                           (UNAUDITED)             (UNAUDITED)
                                      (As restated             (As restated
                                       per note 8)              per note 8)
<S>                                       <C>       <C>        <C>             <C>
           Numerator
            Net income
             available to
             common shareholders        $ 3,216    $ 1,972     $  4,310     $  1,864
                                        =======    =======     ========     ========

           Denominator
            Weighted average common
             shares outstanding           2,974      3,686        2,944        3,686

            Dilutive effect of
             stock options                  518        463          517          463
                                        -------    -------     --------     --------

           Denominator for net
            Income per
            diluted share                 3,492      4,149        3,461        4,149
                                        =======    =======     ========     ========

           Earnings per share:

              Basic                    $  1.08     $  0.53     $   1.46    $   0.51
                                       =======     =======     ========    ========
              Diluted                  $  0.92     $  0.48     $   1.25    $   0.45
                                       =======     =======     ========    ========
</TABLE>

(4)       STOCK DIVIDENDS

                On May 2, 2000, the Board of Directors authorized a 10% stock
          dividend which was distributed on May 30, 2000 to shareholders of
          record on May 16, 2000. The consolidated financial statements have
          been retroactively restated to reflect the number of shares
          outstanding following the dividend.

                On October 26, 2000, the Board of Directors authorized a 10%
          stock dividend to be distributed on or about November 30, 2000 to
          shareholders of record on November 16, 2000. The consolidated
          financial statements have not been retroactively restated to
          reflect the number of shares outstanding following this dividend.

(5)       RELATED PARTY TRANSACTIONS

                With the exception of certain capitalized lease obligations,
          prior to June 30, 1999 the Company did not have external sources of
          borrowings, and as such relied upon Essef as its primary source of
          funding. Interest was charged at an average rate of 10.6% for the
          six-month period ended June 30, 1999. Total interest charges on the
          inter-company account for the six-months ended June 30, 1999 were
          $1,683,000. At the date of the split-off the intercompany account was
          contributed to capital (see note 1). No interest was charged to the
          Company by Essef between June 30, 1999 and the date of the split-off.


                                       7


<PAGE>   8


(6)       DEBT

                On August 10, 1999, the Company entered into a $35 million
          revolving credit facility ("Credit Facility") with a group of
          banks. The Credit Facility, secured by the assets of the Company,
          matures August 10, 2002 and may be extended in one-year increments
          with the approval of the bank group. The Company's borrowing
          capacity and interest rates under the Credit Facility are based on
          its profitability and leverage. Interest rates are 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 September 30, 2000, there were no
          outstanding borrowings under the Credit Facility and the available
          borrowings were $28 million. The Company is in compliance with all
          of its debt covenants under the Credit Facility.

(7)       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.

(8)       RESTATEMENT

                Subsequent to the issuance of the Company's unaudited condensed
          consolidated financial statements for the three months ended and nine
          months ended September 30, 2000, the Company determined its Long-Term
          Incentive Plan, adopted in the fourth quarter of 1999, should be
          accounted for as a variable compensation plan. Previously, the Company
          was accounting for the plan as a fixed compensation plan. As a result,
          the unaudited condensed consolidated financial statements as of and
          for the three months and nine months ended September 30, 2000 have
          been restated from amounts previously reported to appropriately
          account for the plan. The operating expenses and income taxes were
          adjusted to account for the non-cash deferred compensation expense
          related to that plan. A summary of the significant effects of the
          restatement is as follows:

         (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                 (As restated          As Previously
                                                                                  PER NOTE 8)             REPORTED
                                                                                  ------------         --------------
<S>                                                                                  <C>                   <C>

             For the three months ended September 30, 2000:
             Operating expenses.....................................             $   13,394            $    13,501
             Net income.............................................             $    3,216            $     3,114
             Net income basic share.................................             $     1.08            $      1.05
             Net income per diluted share...........................             $     0.92            $      0.89
             For the nine months ended September 30, 2000:
             Operating expenses.....................................             $   37,937            $    37,289
             Net income.............................................             $    4,310            $     4,929
             Net income per basic share.............................             $     1.46            $      1.67
             Net income per diluted share...........................             $     1.25            $      1.42
             As of September 30, 2000:
             Deferred income taxes                                               $     2,320           $     2,291
             Common shares                                                       $    30,080           $    29,432
             Retained earnings                                                   $    10,089           $    10,708

</TABLE>


                                      8


<PAGE>   9



   INDEPENDENT ACCOUNTANTS' REPORT

   To the Shareholders and Board of Directors of
   Anthony & Sylvan Pools Corporation and Subsidiary
   Mayfield Village, Ohio


   We have reviewed the accompanying condensed consolidated balance sheet of
   Anthony & Sylvan Pools Corporation and Subsidiary (the "Company") as of June
   30, 2000, and the related condensed consolidated statements of operations and
   cash flows for the three-month and nine-month periods ended September 30,
   2000 and 1999. These consolidated financial statements are the responsibility
   of the Company's management.

   We conducted our reviews 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 of 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 reviews, we are not aware of any material modifications that
   should be made to such condensed consolidated financial statements 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
   the Company as of December 31, 1999, and the related statements of
   operations, shareholders' equity, and cash flows for the year then ended (not
   presented herein) and in our report dated February 18, 2000, we expressed an
   unqualified opinion on those financial statements. In our opinion, the
   information set forth in the accompanying condensed consolidated balance
   sheet as of December 31, 1999 is fairly stated, in all material respects, in
   relation to the balance sheet from which it has been derived.

   As discussed in Note 8, the accompanying September 30, 2000 financial
   statements have been restated. The financial statements have been restated to
   account for a portion of the Long-Term Incentive Plan as a variable
   compensation plan.

   DELOITTE & TOUCHE LLP

   Cleveland, Ohio
   October 24, 2000

   (March 29, 2001 as to Note 8)



                                       9



<PAGE>   10


 ITEM 2.

     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

As discussed in Note 8 to the condensed consolidated financial statements, the
condensed consolidated financial statements as of and for the three months and
nine months ended September 30, 2000 have been restated. As discussed in Note 8,
the following discussion and analysis gives effect to the restatement.

               THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH
                      THREE MONTHS ENDED SEPTEMBER 30, 1999

Net sales of $63.2 million for the three-months ended September 30, 2000
increased 8.0% from $58.5 million for the same period in fiscal 1999. The
increase was primarily attributable to increases in average selling prices.

Gross profit increased $2.4 million to $18.2 million in 2000 from $15.8 million
in 1999 as a result of the increase in net sales. Gross profit as a percentage
of sales for the three months increased from 27.1% of net sales to 28.8% as a
result of increases in overall average selling prices and net material cost
reductions arising from new purchasing programs offset by other material and
labor cost increases.

Operating expenses, consisting of selling and administrative expenses, increased
by $0.9 million to $13.4 million in 2000 from $12.5 million in 1999. As a
percentage of sales operating expenses decreased slightly from 21.4% in 1999 to
21.2% in 2000.

The effective tax rate for the quarter was 34.1% compared with 40.0% in 1999.
The lower effective tax rate was the result of an aggregate reduction in state
income taxes in the states where Anthony & Sylvan operates.

Primarily as a result of the above items, net income for the three month period
increased from $2.0 million in 1999 to $3.2 million in 2000 and net income per
diluted share, benefiting from a lower number of shares outstanding, increased
$0.44 per share from $0.48 in 1999 to $0.92 in 2000.

               NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH
                      NINE MONTHS ENDED SEPTEMBER 30, 1999

Net sales of $160.8 million for the nine-months ended September 30, 2000
increased 9.3% from $147.1 million for the same period in fiscal 1999. The
increase was primarily attributable to increases in average selling prices.

Gross profit increased $5.8 million to $45.1 million in 2000 from $39.3 million
in 1999 as a result of the increase in net sales. Gross profit as a percentage
of sales for the nine months increased from 26.7% of net sales to 28.1% as a
result of increases in overall average selling prices and net material cost
reductions arising from new purchasing programs offset by other material and
labor cost increases.

Operating expenses, consisting of selling and administrative expenses, increased
10.2% or $3.5 million, to $37.9 million in 2000 from $34.4 million in 1999. As a
percentage of sales, operating expenses increased slightly from 23.4% in 1999 to
23.6% in the current period.

Interest and other expense decreased $1.7 million from $1.8 million in 1999 to
$0.1 million in 2000. The reduction in interest expense is attributable to the
change in the capital and debt structure as a result of the split off into a
stand-alone public company in August 1999. Interest was paid on external
borrowings in 2000, while the interest paid in 1999 was paid to the Company's
former Parent, Essef Corporation, through an intercompany borrowing arrangement.




                                       10



<PAGE>   11


The effective tax rate for the nine-month period was 38.9% in 2000 compared with
39.1% in 1999.

As a result of the above net income for the nine-month period increased $2.4
million to $4.3 million in 2000. Net income per diluted share, benefiting from a
lower number of shares outstanding, increased $0.80 per share to $1.25 from
$0.45 in 1999.

                         LIQUIDITY AND CAPITAL RESOURCES

Cash flow from operating activities was $14.4 million for the nine months ended
September 30, 2000 compared with $11.3 million in the same period in 1999. The
increase was primarily attributable to a $2.4 million increase in net income.

Cash used in investing activities decreased from $2.8 million in the prior year
to $2.0 million in the current year, primarily as a result of lower capital
expenditures in the current year compared with the prior year. The excess of
cash from operating activities over cash used in investing activities, combined
with the proceeds from the sale of treasury shares, was used to reduce external
borrowings by $4.6 million and fund deferred compensation liabilities of $1.0
million and resulted in an increase in cash balances of $7.3 million to $7.8
million at September 30, 2000 from $.5 million at December 31, 1999.

On August 10, 1999, a third party acquired the Company's former Parent, Essef
Corporation ("Essef"), in a merger transaction that included the Company being
split-off to Essef's common shareholders as part of the merger consideration. In
accordance with the terms of the merger agreement, subsequent to June 30, 1999
the Company separated its cash management activities from Essef. Therefore, the
Company could no longer be advanced funds from Essef while retaining its
after-tax cash flow after such date. Additionally, the Company was not required
to pay Essef any of the $17.0 million that might have been due under certain
adjustment mechanisms related to the Company's split-off from Essef. As such,
all of the Company's debt to Essef, which totaled $27.2 million at the date of
the split-off, was contributed to the Company's capital at the date of the
split-off.

On August 10, 1999, the Company entered into a $35 million revolving credit
facility ("Credit Facility") with a group of banks. The Credit Facility, secured
by the assets of the Company, matures August 10, 2002 and may be extended in
one-year increments with the approval of the bank group. The Company's borrowing
capacity and interest rates under the Credit Facility are based on its
profitability and leverage. Interest rates are 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 September 30, 2000, there
were no outstanding borrowings under the Credit Facility and the available
borrowings were $28.0 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.




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<PAGE>   12


The Company is exposed to cash flow and fair value 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 it's weighted average interest rates
on long-term debt at September 30, 2000 is included in the Condensed
Consolidated Financial Statements.

The Company's financial results may be materially impacted by fluctuations in
its stock price, as a portion of the Company's Long-Term Incentive Plan is
currently, being treated as a variable versus a fixed stock option award plan.

                           CYCLICALITY AND SEASONALITY

The Company believes that the in-ground swimming pool leisure 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 70% 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 has typically incurred 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.







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<PAGE>   13


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

                     None

            (b)      Reports on Form 8-K

                     None




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<PAGE>   14



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:  March 29, 2001





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