SECURITIES
AND EXCHANGE COMMISSIONWashington, D.C.  20549 
 FORM
10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15
(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For
the fiscal quarter ended March 31, 2001 of GOSS
HOLDINGS, INC. SEC File Number 333-08421
a Delaware Corporation
IRS Employer Identification No. 36-4326281 700
Oakmont Lane
Westmont, Illinois 60559-5546(630) 850-5600  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. The registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by
a court. The
registrant had 10,000,000 shares of Common Stock outstanding at May 11, 2001.    GOSS HOLDINGS, INC.

INDEX



Part I - Financial
  Information:Item 1 - Financial
  StatementsUnaudited Consolidated
  Balance Sheets - March 31, 2001 and December 31, 2000Unaudited
  Consolidated Statements of Operations - Three months ended March 31, 2001 and
  2000Unaudited
  Consolidated Statements of Cash Flows - Three months ended March 31, 2001 and
  2000Notes to Consolidated
  Financial StatementsItem
  2 - Management's Discussion and Analysis of Financial Condition and Results
  of OperationsItem
  3  Quantitative and Qualitative Disclosures About Market RiskPart II - Other
  Information:Item 6 -
  Exhibits and Reports on Form 8-KSignatures

PART I
FINANCIAL INFORMATIONItem 1. Financial Statements

GOSS HOLDINGS, INC.CONSOLIDATED BALANCE SHEETS
(In Millions)
(Unaudited)

March 31,
  2001
  December 31,
  2000ASSETSCurrent
  assets:Cash and cash equivalents
  $48.5
  $45.7Accounts receivable, net
  45.3
  74.5Inventories, net
  45.9
  65.5Contract costs, net
  85.4
  69.7Other current assets
  12.3
  8.9Total current assets
  237.4
  264.3Property
  and equipment, net
  110.4
  117.6Goodwill,
  net
  242.5
  247.8Other
  assets
  25.5
  26.2Total assets
  $615.8
  $655.9LIABILITIES AND SHAREHOLDERS EQUITYCurrent
  liabilities:Accounts payable
  $104.4
  $115.2Short term debt
  79.5
  78.7Current portion of long-term debt
  5.4
  5.8Advance payments from customers, net
  68.2
  69.2Other current liabilities
  147.4
  161.6Total current liabilities
  404.9
  430.5Long-term
  debt, less current portion
  288.1
  286.7Other non-current
  liabilities
  46.5
  46.5Total
  liabilities
  739.5
  763.7Minority
  interest
  9.8
  8.7Common
  stock - $.01 par value, 15,000,000 shares authorized; 10,000,000 shares
  outstanding
  0.1
  0.1Additional
  paid in capital
  78.3
  77.5Retained
  earnings
  (200.2)
  (187.1)Cumulative
  translation adjustment
  (11.7)
  (7.0)Total
  shareholders equity
  (133.5)
  (116.5)Total
  liabilities and shareholders equity
  $615.8
  $655.9The
accompanying Notes to Consolidated Financial Statements are an integral part of
these statements.

GOSS HOLDINGS, INC.CONSOLIDATED STATEMENTS OF
OPERATIONS
(In Millions)
(Unaudited)



For the Quarter
  Ended March 31,2001
  2000Net
  sales
  $154.9
  $109.3Cost
  of sales
  131.6
  93.9Gross profit
  23.3
  15.4Operating
  expenses
  20.8
  19.4Legal
  settlement
  0.0
  (20.0)Goodwill
  amortization
  1.8
  1.9Operating profit
  0.7
  14.1Other
  income
  1.7
  0.2Interest
  expense
  (11.7)
  (10.3)Income (loss) before income taxes
  (9.3)
  4.0Provision
  for income taxes
  3.8
  1.9Net income (loss)
  $(13.1)
  $2.1









The
accompanying Notes to Consolidated Financial Statements are an integral part of
these statements.

GOSS HOLDINGS, INC.CONSOLIDATED STATEMENTS OF CASH
FLOWS
(In Millions)
(Unaudited)

For the Quarter
  Ended March 31,2001
  2000OPERATING
  ACTIVITIES:Net income (loss)
  $(13.1)
  $2.1Depreciation
  4.4
  5.4Amortization of goodwill and other assets
  2.5
  2.1Non-cash interest on subordinated notes
  4.3
  3.9Changes in assets and liabilities:Accounts receivable
  29.2
  30.6Inventory
  19.6
  11.1Contract costs, net
  (15.7)
  (38.0)Accounts payable
  (10.8)
  (30.1)Customer advances, net
  (1.0)
  2.6Other current liabilities
  (14.2)
  (14.3)Other assets
  (2.2)
  1.1Other liabilities
  1.2
  (1.0)Net cash provided by (used
  for) operating activities
  4.2
  (24.5)INVESTING
  ACTIVITIES:Capital expenditures
  (0.9)
  (1.2)Net cash used for investing
  activities
  (0.9)
  (1.2)FINANCING
  ACTIVITIES:Net borrowings under revolving credit
  facilities
  0.8
  21.2Repayment of mortgage notes and other
  obligations
  (1.3)
  (2.1)Net cash provided by (used for)
  financing activities
  (0.5)
  19.1Net
  increase (decrease) in cash
  2.8
  (6.6)Cash
  at the beginning of the period
  45.7
  29.9Cash
  at the end of the period
  $48.5
  $23.3

The
accompanying Notes to Consolidated Financial Statements are an integral part of
these statements.

GOSS HOLDINGS, INC.NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS



1.BASIS OF PRESENTATION

In
the opinion of Goss Holdings, Inc. (Goss or the Company), the unaudited
financial statements contain all adjustments, solely of a recurring nature,
necessary to present fairly the financial position, results of operations, and
cash flows for the periods presented. 
These statements should be read in conjunction with Gosss Form 10-K for
the year ended December 31, 2000.  The
results of operations for the three months ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001.

Certain reclassifications have been made
to the 2000 financial statements to conform to the classifications used in
2001.

2.INVENTORIES
AND CONTRACT COSTS

Net
inventories are summarized as follows (in millions):

March 31,
  2001
  December 31,
  2000Materials
  $18.7
  $23.1Work
  in process
  0.2
  8.8Finished
  goods
  3.1
  9.7Parts
  23.9
  23.9Total inventories, net
  $45.9
  $65.5Contract costs and billings on uncompleted contracts are
as follows:

At March 31, 2001,
  At December 31, 2000,Contracts for which:
  Costs and
  Estimated
  Earnings
  Billings
  Net
  Costs and
  Estimated
  Earnings
  Billings
  NetCosts and estimated earnings exceed billings
  $107.8
  $(22.4)
  $85.4
  $84.1
  $(14.4)
  $69.7Billings exceed costs and estimated earnings
  53.0
  (121.2)
  (68.2)
  51.6
  (120.8)
  (69.2)Total contracts
  $160.8
  $(143.6)
  $17.2
  $135.7
  $(135.2)
  $0.53.DEBT

The debt obligations of Goss are as follows (in
millions):

March 31,
  2001
  December 31,
  2000Revolving credit facilities
  $79.5
  $78.7Term loan
  148.3
  148.6Mortgage loans
  15.8
  17.7Senior subordinated notes
  123.6
  119.3Other debt obligations
  5.8
  6.9Total debt
  373.0
  371.2Less current portion
  84.9
  84.5Long-term debt
  $288.1
  $286.7Other than cash flow from operations, Gosss primary
source of liquidity is the Goss Graphic Systems, Inc. Second Amended and
Restated Credit Agreement, which was originally entered into on November 19,
1999 and was subsequently amended by amendments dated December 3, 1999 (the
First Amendment), August 30, 2000 (the Second Amendment), and March 6, 2001
(the Third Amendment).  The Second
Amended and Restated Credit Agreement, as so amended (hereinafter the Bank
Facility) permits borrowings of up to $265 million, consisting of a term loan
in the amount of $150 million and a $115 million revolving credit
facility.  The revolving credit facility
permits the making of revolving loans and the issuance of letters of credit in
the aggregate amount of $115 million, with the issuance of letters of credit
limited to a total of $75 million.  The
Bank Facility matures on September 30, 2003 and provides for scheduled
repayments of the term loan starting in December 2002, scheduled reductions in
the revolving credit commitments starting in September 2001, and the repayment
of the $4.2 million in sale proceeds from the Reading facility by September 30,
2001.As of March 31, 2001, the term loan was
fully utilized and borrowings and letters of credit under the Bank Facility,
excluding $1.7 million of revolving credit relating to Gosss joint venture in
China, totaled $113.4 million.

The Bank Facility contains certain financial covenants
which must be satisfied at the end of each quarter, are cumulative from the
period starting on January 1, 2000, and at December 31, 2000 became rolling
twelve month covenants.  At March 31,
2001, Goss was in compliance with these covenants.

4.CONTINGENCIES

Legal Contingencies

In the normal course of its business, the Company is
subject to various claims and lawsuits. Typically, these matters consist of
product liability claims brought by the individuals who operate the equipment
that the Company sold, disputes with customers over the performance and
completion of installation of equipment, and workers compensation claims by
the Companys own employees.

On March 7, 2000, Goss filed a federal
lawsuit under the Antidumping Act of 1916 against MAN Roland Druckmaschinen AG,
Koenig & Bauer AG, Mitsubishi Heavy Industries, Ltd., Tokyo Kikai
Seisakusho, Ltd. and their United States subsidiaries.  The lawsuit claims unspecified damages as a
result of the importation of large newspaper presses into the United States by
the defendants and the sale of these presses at prices substantially below
those prevailing in foreign markets.  On
March 12, 2001, the U.S. District Court for the Northern District of Iowa issued
an order denying the defendants motions to dismiss the case. While Goss
believes it is entitled to receive significant damages in this action, there
can be no assurance that it will be successful.

It is not presently possible to determine the outcome of
the claims and lawsuits against the Company. 
However, the Company maintains as an accrued liability a reserve that is
its present estimate of the total cost to resolve all of these matters.  Management does not believe that the
ultimate disposition of any of these matters will have a material adverse
effect on the Companys financial position or liquidity, although it is
possible that the resolution of these matters could be material to the results
of operations in a given period.

Environmental Contingencies

The Company has received either notices of potential
liability or third-party claims under the Federal Comprehensive Environmental
Response, Compensation, and Liability Act at four off-site disposal facilities
or so-called Superfund Sites. The Companys share of the responsibility for these
Superfund Sites generally is minor. 
Although current law imposes joint and several liability on any party
deemed to be responsible at a Superfund Site, management believes that the
ultimate resolution of these matters will not be material to the Company.

The Companys former facility in Reading, Pennsylvania
has been operating a groundwater remediation system under a 1981 Consent Order
with the Commonwealth of Pennsylvania as a result of its predecessors
historical waste disposal practices.In connection with the sale of the Reading,
Pennsylvania facility in the quarter ended September 30, 2000, the Company
entered into a Consent Order and Agreement with the Pennsylvania Department of
Environmental Protection (PADEP) and the buyer of the Reading facility that
obligates the Company to complete investigation of, and to the extent
necessary, remediation of historical contamination at the site.  Once completed, PADEP will execute a release
from liability and covenant not to sue the Company and the buyer of the Reading
facility for all contaminants identified in the various investigation and
remediation reports.  The Company
believes the remediation at the site is complete and that final investigation
and monitoring will be completed by December 2001.

Rockwell has agreed to indemnify the Company for expenses
attendant to existing environmental matters to the extent of one-half of those
expenses in excess of $1.0 million.  The
Company maintains as an accrued liability a reserve that is its present
estimate of the total cost to resolve all of these environmental matters.

5.SEGMENT REPORTING

Information on Gosss reportable operating segments is
detailed below.  Beginning January 1,
2000, Goss restructured its operations to include three geographic profit center
organizations and separate global manufacturing and engineering cost center
organizations.  The column labeled
Other includes the manufacturing and engineering organizations, corporate
expenses and eliminations of intersegment activity.


Quarter
  Ended March 31,
  2001America
  Europe
  Asia
  Other
  TotalSales to external customers
  $64.2
  $44.0
  $46.7
  $0.0
  $154.9Intersegment sales
  2.6
  16.3
  0.2
  (19.1)
  0.0Gross profit/(loss)
  9.8
  7.4
  11.4
  (5.3)
  23.3Operating profit/(loss)
  4.5
  3.7
  7.7
  (15.2)
  0.7Other income
  
  
  
  1.7
  1.7Interest expense
  
  
  
  (11.7)
  (11.7)Loss before income taxes
  
  
  
  
  (9.3)Total assets
  $119.9
  $193.4
  $126.7
  $175.8
  $615.8Quarter
  Ended March 31,
  2000America
  Europe
  Asia
  Other
  TotalSales to external customers
  $57.9
  $33.0
  $18.4
  $0.0
  $109.3Intersegment sales
  3.5
  2.0
  0.8
  (6.3)
  0.0Gross profit/(loss)
  9.0
  7.2
  6.8
  (7.6)
  15.4Operating profit
  3.5
  3.5
  3.6
  3.5
  14.1Other income
  
  
  
  0.2
  0.2Interest expense
  
  
  
  (10.3)
  (10.3)Income before income taxes
  
  
  
  
  4.0Total assets
  $150.4
  $225.3
  $122.8
  $204.9
  $703.46.COMPREHENSIVE INCOME

As of October 1, 1998, Goss adopted SFAS
No. 130 Reporting Comprehensive Income which requires companies to report all
changes in equity during a period, except those resulting from investment by
owners and distribution to owners, in a financial statement for the period in
which they are recognized.  Goss has
chosen to disclose comprehensive income, which encompasses net income and
foreign currency translation adjustments, in the notes to the consolidated
financial statements.

Total comprehensive income is as follows
(in millions):

For the Quarter
  Ended March 31,2001
  2000Net income (loss)
  $(13.1)
  $2.1Other comprehensive income:Foreign
  currency translation adjustment
  (4.7)
  (2.0)Total comprehensive income (loss)
  $(17.8)
  $0.17.NEW ACCOUNTING STANDARDS

In June 1998, the Financial Accounting
Standards Board (FASB) issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. 
SFAS No. 133, as amended by SFAS No. 137, is effective for fiscal years
beginning after June 30, 2000.  SFAS No.
133 requires that all derivatives be recorded on the balance sheet at their
fair value and that changes in the derivatives fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. The
adoption by Goss of SFAS No. 133 on January 1, 2001 did not have a significant
effect on its results of operations or its financial position.

Item 2.
Managements Discussion and Analysis of
Financial Condition and Results of Operations



Readers are urged to consider carefully the financial
statements and related notes contained elsewhere in this report and in Gosss
Form 10-K for its fiscal year ended December 31, 2000 as they read the
discussion below.

Results of Operations

Orders

Gosss new orders received for the fiscal
quarter ended March 31, 2001 were $145.6 million, a decrease of $49.3 million
from the $194.9 million in new orders received in the fiscal quarter ended
March 31, 2000.  The consolidated order
decrease was attributable to the Americas and Asian sales region segments of
the Company.  Gosss backlog of
unshipped orders decreased to $433.5 million at March 31, 2001 from $452.7
million at December 31, 2000.

Net Sales

Gosss net sales for the fiscal quarter ended March 31,
2001 increased by 41.7% or $45.6 million to $154.9 million compared to the
quarter ended March 31, 2000.  Sales in
the Americas increased by $6.3 million to $64.2 million as increased shipments
to insert and parts and service customers resulting from higher 2001 order
backlogs were partially offset by reduced shipments to large newspaper
customers resulting from a lower 2001 order backlog.  Sales in Europe increased by $11.0 million to $44.0 million due
to an increase in shipments to small newspaper customers resulting from a
higher 2001 order backlog.  Sales in
Asia increased by $28.3 million to $46.7 million due to increased shipments to
both large and small newspaper customers resulting from the timing of shipments
and a higher order backlog in 2001.

Gross Profit

Gross profit for the quarter ended March 31, 2001
increased by $7.9 million to $23.3 million and the gross profit margin
increased from 14.1% to 15.0% compared to the quarter ended March 31,
2000.   Gross profit in the Americas
increased by $0.8 million to $9.8 million and the gross profit margin decreased
from 15.5% to 15.3%.  Gross profit in
Europe increased by $0.2 million to $7.4 million and the gross profit margin
decreased from 21.8% to 16.8%.  Gross
profit in Asia increased by $4.6 million to $11.4 million and the gross profit
margin decreased from 37.0% to 24.4%. 
The gross loss from global cost centers decreased by $2.3 million to
$5.3 million.  The increase in gross
profit and gross profit margin is due to the increase in sales volume and
manufacturing cost reductions.

Operating Expenses

Operating expenses, which consist of engineering,
selling, general and administrative expenses, increased 7.2% to $20.8 million
compared to the quarter ended March 31, 2000. 
The increase is due to an increase in agents sales commissions and the
timing of administrative expenses.

Legal Settlement

The company recorded income of $20.0 million in the
quarter ended March 31, 2000 as a result of a payment received pursuant to a
legal settlement.

Other Income

Other income for the quarter ended March 31, 2001
increased by $1.5 million compared to the quarter ended March 31, 2000 due
primarily to the collection of a $1.0 million fee associated with the guarantee
of a note receivable which had been sold to a financial institution in the
fiscal year ended September 30, 1997.

Interest Expense

Interest expense for the quarter ended March 31, 2001
increased by $1.4 million compared to the quarter ended March 31, 2000 due to
increased debt levels.

Income Taxes

The provision for income taxes increased to $3.8 million
for the quarter ended March 31, 2001 from $1.9 million for the quarter ended
March 31, 2000 due to changes in the geographic mix of income.

Financial Condition and Liquidity

For the quarter ended March 31, 2001, operating
activities provided $4.2 million of cash compared to the quarter ended March
31, 2000 when operating activities used $24.5 million of cash.  The increase in cash provided from
operations in 2001 is due to reduced spending on contracts in progress and
lower payments to trade creditors, partially offset by the lower net income for
the period.  In the quarter ended March
31, 2000, Goss made payments of
approximately $19.8 million to its pre-petition trade creditors, representing
the first of the three payments required by the Plan of Reorganization as
approved by the Bankruptcy Court for the District of Delaware and received a
cash payment of $20.0 million in settlement of a legal claim.  Cash used
in investing activities decreased to $0.9 million in 2001 from $1.2 million in
2000 due to lower spending on capital projects.  Financing activities used $0.5 million in cash in 2001 due to net
debt repayment.

Other than cash flow
from operations, Gosss primary source of liquidity is the Goss Graphic
Systems, Inc. Second Amended and Restated Credit Agreement, which was
originally entered into on November 19, 1999 and was subsequently amended by
amendments dated December 3, 1999 (the First Amendment), August 30, 2000 (the
Second Amendment), and March 6, 2001 (the Third Amendment).  The Second Amended and Restated Credit
Agreement as so amended (hereinafter the Bank Facility) permits borrowings of
up to $265 million, consisting of a term loan in the amount of $150 million and
a $115 million revolving credit facility. 
The revolving credit facility permits the making of revolving loans and
the issuance of letters of credit in the aggregate amount of $115 million, with
the issuance of letters of credit limited to a total of $75 million.  The Bank Facility matures on September 30,
2003 and provides for scheduled repayments of the term loan starting in
December 2002, scheduled reductions in the revolving credit commitments
starting in September 2001, and the repayment of the $4.2 million in sale
proceeds from the Reading facility by September 30, 2001.For
borrowings other than those under the $15.0 million portion of the revolving
credit facility resulting from the Second Amendment, the Bank Facility bears
interest at the Companys option, at Bankers Trust base rate plus 2.75%
through March 31, 2002, 3.00% through September 30, 2002, and 3.75% through
September 30, 2003, or the applicable offshore rate (the mean of quotations for
applicable currency loans, or reserve-adjusted LIBOR) plus 3.75% through March
31, 2002, 4.00% through September 30, 2002, and 4.75% through September 30,
2003.  Borrowings under the $15.0
million portion of the revolving credit facility resulting from the Second
Amendment will bear interest at a rate equal to, at the Companys option, the
Bankers Trust base rate plus 4.00% or the applicable offshore rate plus 5.00%.  As of March 31, 2001, the term loan was
fully utilized and borrowings and letters of credit under the Bank Facility,
excluding $1.7 million of revolving credit relating to Gosss joint venture in
China, totaled $113.4 million.

Substantially all of the Companys assets
have been pledged as collateral under the Bank Facility, with the exception of
the Sayama, Japan facility, which is subject to a mortgage lien.  Obligations under the Bank Facility are
guaranteed by Holdings and by Systems domestic subsidiaries.  In addition, Systems guarantees all
obligations of Goss U.K., Goss France, and Goss Japan under the Bank Facility.

The Bank Facility contains certain
financial covenants, including, but not limited to, a minimum fixed charge
coverage covenant and a minimum Earnings Before Interest, Taxes, Depreciation
and Amortization (EBITDA) covenant. 
Borrowings under the revolving credit portion are also limited by a
borrowing base test, which limits the amount of borrowings to a certain
percentage of the Companys U.S.-based accounts receivable, inventories,
equipment and real property.  In
addition, the Bank Facility contains other customary affirmative and negative
covenants relating to (among other things) limitations of dividends, other
indebtedness, liens, investments, guarantees, restricted junior payments,
mergers and acquisitions, sales of assets, capital expenditures, leases,
transactions with affiliates, and conduct of business, with customary
exceptions and baskets.  The Bank
Facility contains customary events of default, including failure to make
payments when due, defaults under other agreements or instruments of
indebtedness, noncompliance with covenants, breaches of representations and
warranties, bankruptcy, judgments in excess of specified amounts, invalidity of
guarantees, impairment of security interests in collateral, and certain changes
of control. These covenants are described more fully in Section 7.6 of the Bank
Facility, a copy of which was filed with the Securities and Exchange Commission
as Exhibit 4.2 to Gosss Form 10-K for the year ended December 31, 1999 and is
incorporated herein by reference, in the Second Amendment, which was filed as
Exhibit 4.2 to Gosss  Form 10-Q for the
quarter ended September 30, 2000, and in the Third Amendment, which was filed
as Exhibit 4.5 to Gosss From 10-K for the year ended December 31, 2000.

The financial covenants contained in the
Bank Facility must be satisfied at the end of each quarter and are cumulative
from the period starting on January 1, 2000 and at December 31, 2000 became
rolling twelve month covenants.  The
financial covenants become more stringent over time.  Covenant noncompliance, unless remedied during a cure period,
entitles the Lenders to declare a default under the Bank Facility and accelerate
payment of outstanding amounts. Goss was in compliance with all financial
covenants at March 31, 2001.

In addition to the Bank Facility, Goss is
also party to an indenture dated November 19, 1999 (the Indenture) between
Goss and HSBC Bank USA, as Trustee, under which it issued $112.5 million in
subordinated notes (the Notes).  A
copy of the Indenture is included as Exhibit 4.1 to Gosss Form 10-K for the
year ended December 31, 1999 and is incorporated herein by reference.  The Notes mature in 2005 and have an
interest rate of 12.25% per annum. 
Interest on the Notes for the two-year period ending November 19, 2001
is being paid by issuing additional Notes and interest thereafter will be paid
semiannually on May 19th and November 19th in cash. The
Bank Facility prohibits the transfer of funds from Systems to Holdings for the
payment of interest on the Notes if Systems is in default under the Bank
Facility.  Subject to certain conditions
and dates, the Notes are, in part, redeemable in whole or in part at the option
of Holdings.  The payment of principal
and interest on the Notes is subordinated to the Senior Debt (as defined in the
Indenture) under the Bank Facility.  The
Indenture contains covenants which restrict, among other things, the Companys
ability to incur additional debt and pay dividends, and includes cross-default
provisions under which an event of default under the Bank Facility would also
be considered an event of default under the Indenture. Goss was in compliance
with all covenants contained in the Indenture at March 31, 2001.

Goss is a highly
leveraged business.  As a consequence,
it is dependent upon bank credit facilities to provide essential
liquidity.  Should Goss fail to comply
with the terms of its bank credit facility at any time, it would significantly,
and negatively, affect Gosss business by, among other things, restricting
growth in sales or necessitating Gosss obtaining a replacement credit
facility.  Gosss ability to obtain a
replacement facility would be dependent on the financial markets and its
financial condition at that time.

Forward Looking Statements

Certain of the statements contained in
this Report may be deemed to be forward-looking.  While Goss believes that these statements are accurate, Gosss
business is dependent upon general economic conditions, various conditions
specific to its industry, and future trends and these factors could cause
actual results to differ materially from the forward-looking statements that
have been made.  Please refer to the
Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2000 for information about these factors.

Item 3.  Quantitative and Qualitative Disclosures
About Market Risk

Item 7A of Gosss Form 10-K for the year
ended December 31, 2000 addresses the Companys exposure to market risk from
changes in interest rates and foreign currency exchange rates.  No material changes in this exposure have
occurred since December 31, 2000.



Part II.  OTHER
INFORMATION

Item
6.  Exhibits and Reports on Form 8-K

(a)         Exhibits:3.1   By-Laws of Goss Holdings, Inc. as amended(b)        Reports on Form 8-K:NoneSIGNATURE



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.

GOSS
  HOLDINGS, INC.Date:
  May 15, 2001
  By:   /s/ Joseph P. Gaynor, IIIJoseph
  P. Gaynor, III, Executive Vice President and Chief Financial Officer
  (Principal Financial Officer and Principal Accounting Officer)