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                                   FORM 10-K/A
                                 AMENDMENT NO. 2

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2002

                         Commission file number 1-10875
                            J. L. HALSEY CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


              DELAWARE                              01-0579490
       ----------------------          ------------------------------------
      (STATE OF INCORPORATION)         (I.R.S. EMPLOYER IDENTIFICATION NO.)


      2325-B RENAISSANCE DRIVE
              SUITE 21
           LAS VEGAS, NV                                  89119
---------------------------------------                 ----------
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                (ZIP CODE)


       Registrant's telephone number, including area code: (702) 966-4246

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

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                     --------------------------------------
                                (Title of class)

     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.

                                   YES X   NO

     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. / /

     AS OF AUGUST 26, 2002, 84,214,280 SHARES OF COMMON STOCK WERE OUTSTANDING,
AND THE AGGREGATE MARKET VALUE OF THE SHARES OF COMMON STOCK HELD BY
NON-AFFILIATES WAS APPROXIMATELY $1,863,916. (DETERMINATION OF STOCK OWNERSHIP
BY NON-AFFILIATES WAS MADE SOLELY FOR THE PURPOSE OF RESPONDING TO THIS
REQUIREMENT AND THE REGISTRANT IS NOT BOUND BY THIS DETERMINATION FOR ANY OTHER
PURPOSE.)

                       DOCUMENTS INCORPORATED BY REFERENCE

         NONE.


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     This Amendment No. 2 to the Annual Report on Form 10-K of J. L. Halsey
Corporation (the "Company") is being filed solely in order to include the
certification required pursuant to Rule 13a-14 under the Securities Exchange Act
of 1934 with respect to Amendment No. 1 to the Company's Annual Report on Form
10-K.

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

Dated:  January 24, 2003


                         J. L. HALSEY CORPORATION, INC.

                         By: /S/ DAVID R. BURT
                             ---------------------------------
                             David R. Burt
                             Chief Executive Officer, President and Secretary




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                                  CERTIFICATION

     I, David R. Burt, Chief Executive Officer, President, Secretary and
Treasurer (and acting Chief Financial Officer) of J. L. Halsey Corporation,
certify that:

          1.   I have reviewed this annual report on Form 10-K of J. L. Halsey
               Corporation; and

          2.   Based on my knowledge, this annual report does not contain any
               untrue statement of a material fact or omit to state a material
               fact necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading with respect to the period covered by this annual
               report.

Date: January 24, 2003


                                        /S/ DAVID R. BURT
                            ----------------------------------------------
                            David R. Burt
                            Chief Executive Officer, President, Secretary
                            and Treasurer (and acting Chief Financial Officer)





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