ANNUAL REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
             TO THE 1934 ACT REPORTING REQUIREMENTS

              U.S. SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

                             FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [Fee Required]

     For the Fiscal Year ended September 30, 2002

                  Commission file number 0-8463

                      PISMO COAST VILLAGE, INC.
           (Name of small business issuer in its charter)

          California                       95-2990441
________________________________      _________________________
(State or other jurisdiction           (IRS Employer ID No.)
of incorporation or organization)

        165 South Dolliver Street, Pismo Beach, CA  93449
       ____________________________________________________
      (Address of Principal Executive Offices)   (Zip Code)

             Issuer's telephone number (805)773-5649

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

    Title of Each Class                 Name of Each Exchange
                                         on Which Registered.
           N/A                                    N/A

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

                            Common Stock
                          _________________
                           (Title of Class)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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.  XX YES        NO

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will 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-KSB or any
amendment to this Form 10-KSB.  XX

<PAGE>

State issuer's revenues for its most recent fiscal year.
$3,692,130.

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was sold, or the average bid and
asked prices of such common equity, as of a specified date within
the past 60 days (See definition of affiliate in Rule 12b-2 of
the Exchange Act).  $23,814,000.00

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
1,800

Statements in this Annual Report on Form 10-KSB which express the
"Belief," "Anticipation," "Intention" or "Expectation," as well
as other statements which are not historical fact, and statements
as to business opportunities, market conditions, and operating
performance insofar as they may apply prospectively, are forward-
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and involve risks and uncertainties
that could cause actual results to differ materially from those
projected.

<PAGE>

                            FORM 10-KSB
                              PART I

ITEM 1  DESCRIPTION OF BUSINESS
(a)  GENERAL DEVELOPMENT OF BUSINESS

Pismo Coast Village, Inc., the "Registrant" or the "Company" was
incorporated under the laws of the State of California on April
2, 1975. The Company's sole business is owning and operating a
recreational vehicle resort (hereinafter the "Resort") in Pismo
Beach, California. The Resort has continued to enhance its
business by upgrading facilities and services to better serve
customers.

(b)  BUSINESS OF ISSUER
The Company is engaged in only one business, namely, the
ownership and operation of the Resort. The Company generates
revenue from rental of camping sites, recreational vehicle
storage, recreational vehicle repair and retail sales from a
general store and recreational vehicle parts store. Accordingly,
all of the revenues, operating profit (loss) and identifiable
assets of the Company, are attributable to a single industry
segment.

Pismo Coast Village, Inc., is a full-service 400 space
recreational vehicle resort. Its resort operations include site
rentals, RV storage business, video arcade, Laundromat, and other
income sources related to the operation. The retail operations
include a general store, RV parts store, and RV repair shop. In
addition, the Company has a recreation department that provides a
youth program and recreational equipment rentals.

     PUBLIC AND SHAREHOLDER USERS
The present policy of the Company is to offer each shareholder
the opportunity for 45 days of free use of sites at the Resort,
25 days may be used during prime time and 20 days during non-
prime time. The free use of sites by shareholders is managed by
designating the nights of the year as prime time and non-prime
time. A prime time night is one that is most in demand, for
example Memorial Day Weekend and the period from mid-June until
Labor Day. Non-prime time is that time with the least demand.
Each shareholder is furnished annually a calendar that designates
the prime and non-prime time days; it also provides a schedule of
when reservations can be made and the procedure for making
reservations. Shareholders' free use of sites average
approximately 20% to 23% annually, refer to Item 6 Result of
Operations MD&A, page 9.

<PAGE>

     SEASONAL ASPECTS OF BUSINESS
The business of the Company is seasonal and is concentrated
during prime days of the year which are defined as follows:
President's Day Weekend, Easter week, Memorial Day Weekend,
summer vacation months, Labor Day, Thanksgiving Weekend and
Christmas vacation.

     WORKING CAPITAL REQUIREMENTS
By accumulating reserves during the prime seasons, the Company is
able generally to meet its working capital needs during off-
season. Industry practice is to accumulate funds during the prime
season and use such funds, as necessary, in the off-season. The
Company has arranged, but not used, a $500,000 line of credit to
ensure funds are available, if necessary, in the off-season.

     COMPETITION
The Company is in competition with nine other RV parks located
within a five-mile radius. Since its property is the only
property located adjacent to the beach, it has a competitive
edge. The Company is recognized as a recreational vehicle resort
rather than a park because of its upgraded facilities and
amenities which include 26 Channels of Satellite TV, a heated
pool, a miniature golf course and a recreational program. The
Resort is noted for its ability to provide full service which
includes RV storage and RV repair and service. The Resort is
consistently given high ratings by industry travel guides based
on resort appearance, facilities offered, and recreational
programs. In Fiscal Year 1999, Pismo Coast Village, Inc., was
awarded the designation of RV Park of the Year, Mega Park
Category 1999, by the California Travel Parks Association (CTPA).
In November 1999, Pismo Coast Village, Inc. was awarded the
designation of RV Park of the Year, Large Park Category 1999, by
the National Association of RV Parks and Campgrounds (ARVC) which
has a membership of more than 3,600 properties. These factors
allow the Resort to price its site rental fees above most of its
competition based on perceived value received.

<PAGE>

Competition for the tourist market is keen between the cities on
the Central Coast of California. Resort management and staff are
involved with the City of Pismo Beach, Chamber of Commerce,
Conference and Visitors Bureau, and Business Improvement Group
and are major sponsors in cooperative events and advertising. The
Resort continues to market off-season discounts and place
advertisements in trade publications and industry directories. In
addition, the Company places its brochure with companies selling
or renting recreational vehicles and has found the Resort's
Internet web page to be very effective. The marketing program
also targets groups and clubs by offering group discounts,
meeting facilities, and catering services. The Company's
marketing plan was funded by $46,365 for Fiscal Year 2002 which
was developed out of operating revenues. The major source of the
Company's business is repeat business, which has been developed
by attention to good customer service and providing quality
recreational facilities.

     ENVIRONMENTAL REGULATION
The Company is affected by federal, state and local antipollution
laws and regulations. Due to the nature of its business
operations (camping, RV storage and small retail store sales) the
discharge of materials into the environment is not considered to
be of a significant concern, and the EPA has not designated the
Company as a potentially responsible party for clean up of
hazardous waste.


The main property of the Resort is located within the boundaries
of those lands under the review and purview of the Coastal
Commission of the State of California and the City of Pismo
Beach. The water and sewer systems are serviced by the City of
Pismo Beach. The Company was subject to state and federal
regulations regarding the Fiscal Year 1996 reconstruction of an
outflow structure that empties into Pismo Creek at the north
boundary of the Resort. Because the Resort is within the wetlands
area, the California Coastal Commission required permits for
repair and construction to be reviewed by the following agencies:
City of Pismo Beach, State Lands Commission, Regional Water
Quality Board, State of California, California Department of Fish
and Game, State Department of Parks and Recreation and the Army
Corps of Engineers. The requirement for these permits involved
the diversion of capital from operations, but did not increase
cost of debt financing.

     EMPLOYEES
As of September 30, 2002, the Company employed approximately 45
people with 21 of these on a part-time basis and 24 on full-time
basis. Due to the seasonal nature of the business, additional
staff is needed during peak periods and fewer during the off-
Season. Staffing levels during the fiscal year ranged from
approximately 38 employees to 54 employees. Management considers
its labor relations to be good.

<PAGE>

     ADDITIONAL INFORMATION
The Company has remained conservative when considering rates and
rate increases. After five years of unadjusted rates,
experiencing increasing expenses, and conducting a local
comparative rate study, the Board voted to increase selected
nightly rates effective January 1, 2001. Subsequently, in
response to increasing operational expenses, especially related
to utilities and labor, the Board voted to increase all nightly
rates effective October 1, 2002. These new rates range from $29
to $32 per night during the off-season and $36 to $40 per night
during prime time. It is anticipated the proposed rates will
continue to market site usage at is highest value and not
negatively impact the Company's ability to capture an optimum
market share.

The Board also voted to increase towing and set-up fees for units
coming out of RV storage from $12.50 to $13.50, effective October
1, 2001. The rate increase was a result of increased operational
expenses and new prices remain within the range of local
competition.

ITEM 2  DESCRIPTION OF PROPERTIES

The Company's principal asset consists of the Resort which is
located at 165 South Dolliver Street in Pismo Beach, California.
The Resort is built on a 26-acre site and includes 400 campsites
with full hookups and nearby restrooms with showers and common
facilities, such as a video arcade, recreation hall, general
store, swimming pool, Laundromat, and three playgrounds.

In 1980 the Company purchased a 2.1 acre parcel of real property
located at 2250 22nd Street, Oceano, California, at a price of
$66,564. The property is being used by the Company as a storage
facility for recreational vehicles. The storage capacity of this
lot is approximately 123 units.

In 1981 the Company exercised an option and purchased a 3.3 acre
parcel located at 300 South Dolliver Street, Pismo Beach,
California, at a price of $300,000. The property, which
previously had been leased by the Company, is used primarily as a
recreational vehicle storage yard. The storage capacity of this
lot is approximately 220 units.

<PAGE>

In 1988, the Company purchased approximately 0.6 acres of
property at 180 South Dolliver Street, Pismo Beach, California,
across the street from the main property, consisting of a large
building with a storefront and one large maintenance bay in the
rear. Also, on the property is a smaller garage-type building
with three parking stalls. The Company enlarged its recreational
vehicle repair operation, added RV storage for approximately
eleven units and developed the storefront into a RV parts store.
The property was purchased for $345,000, of which $300,000 was
financed and paid in full during Fiscal Year 1997.

On December 31, 1998, the Company closed escrow on a parcel of
property to be developed as an additional RV storage facility.
The 5.5 acre property is located in Oceano adjacent to existing
Company RV storage. On October 14, 1999, construction was
completed and the Company received County approval to occupy the
premises. The property was purchased for $495,000, of which
$395,000 was financed. Development cost amounted to $195,723 and
was allocated from operational cash flow.

There is no deferred maintenance on any of the Resort's
facilities. The Company's facilities are in good condition and
adequate to meet the needs of the shareholder users as well as
the public users. The Company continues to develop sufficient
revenue from general public sites sales to support a continued
positive maintenance program and to meet the demands of
shareholders use of free sites.

The Resort, RV Repair Shop and Parts Store and three storage
facilities constitute substantially all the Company's property,
and are owned in fee. Two storage lots and beach access used by
the shareholders and general public visitors are leased by the
Company pursuant to the herein below described leases.

1.  TRAILER STORAGE YARDS. In 1986 the Company leased a parcel of
land 100 feet wide by 1,600 feet long from the Union Pacific
Railroad Corporation. The property is being used by the Company
as a storage facility for recreational vehicles. Capital
improvements in the amount of $40,000 were made to this property,
which provides storage for approximately 160 units. The property
was leased for $950 per month the first year, $1,400 per month
for the second year, with continuing years tied to the "CPI"
Index, or Fair Market Value of the property according to the
lease agreement. During Fiscal Year 2002, lease payments were
made in the amount of $39,411, Fiscal Year 2003 lease payments
will be $39,954, and Fiscal Year 2004 lease payments will be
$39,954, plus applicable changes in index or valuation.

<PAGE>

In 1991, the Company developed a lease for a five-acre RV storage
lot at the Oceano Airport clear zone as storage for approximately
350 RV's. This lot was developed to replace a 100-unit storage
lot that was closed when the lease was not renewed. The original
lease on the storage lot was for five years and the Company has
recently executed a third five-year option with the County of San
Luis Obispo. Construction was completed in January 1992 and
capital improvements in the amount of $330,768 were made to this
property of which $300,000 was financed and paid in full during
Fiscal 1997.

Lease payments for the first year of control and occupancy area
were $1,500 per month, $2,000 for the second year and continuing
years are tied to the "CPI" index. During Fiscal Year 2002, lease
payments were made in the amount of $26,727, Fiscal Year 2003
lease payments will be $29,448 plus applicable changes in index,
and Fiscal Year 2004 lease payments will be $29,448 plus index
changes.

2.  AMENDMENT NO. 4 TO CONTRACT PISMO STATE BEACH, LOCATED IN SAN
LUIS OBISPO COUNTY, PISMO COAST VILLAGE, INC., DATED JULY 1976.
(Pertaining to the Boardwalk Concession Contract for construction
and maintenance of three boardwalks to the beach for pedestrians
at Pismo State Beach and to provide for continued access through
the sand dunes to the State Beach abutting the Resort.)  This
contract is between the Company and the State of California
Department of Parks and has been renewed annually since June 30,
1984. The contract was originally assigned by the former owner to
the Company by an assignment, dated December 1, 1975. Continued
ocean access is granted annually by payment of a license fee of
$400.

The Resort leases out areas to other companies to insure that the
best service and equipment are available for guest use. These
areas are leased from the Company pursuant to the herein below
described leases.


1.  RECREATIONAL ARCADE AGREEMENT WITH COIN AMUSEMENTS, INC. This
agreement is dated November 1, 2002 and pursuant to this
agreement the Company granted Coin Amusements, Inc., the
concession to operate various coin-operated game units at the
Resort. The one year term expires on October 31, 2003, and
continued renewal is expected without significant impact.

2.  WEB SERVICE COMPANY, GOLETA, CA. The five-year lease expired
on July 22, 2002, and was reissued for a seven-year period which
will expire on October 31, 2009, and grants to Web Service
Company the right to place and service coin-operated laundry
machines at the Resort on a 50-50 basis for all revenues derived
from their use. On October 10, 2002, Web replaced all 18 washers
and 18 dryers with new equipment. Continued renewal is expected
without significant impact.

<PAGE>

ITEM 3  LEGAL PROCEEDINGS

No pending legal proceedings against the Company other than
routine litigation incidental to the business.

ITEM 4  SUBMISSION OF MATTERS TO VOTE OF SHAREHOLDERS

Paragraph inapplicable.


                             PART II

ITEM 5  MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS

(a.)  There is no market for the Company's common stock, and
there are only limited or sporadic transactions in its stock. Ms.
Jeanne E. Sousa, a licensed broker/dealer, handled sales of the
Company shares as Pismo Coast Investments. The last transaction
the Company is aware of occurred on September 30, 2002, at a
price of $13,500 for one share conveyed. This price was used for
computation of aggregate market value of Company stock on page 2
of this Report.

(b.) The approximate number of holders of the Company's common
stock on September 30, 2002 was:  1,536.

(c.)  The Company has paid no dividends since it was organized in
1975, and although there is no legal restriction impairing the
right of the Company to pay dividends, the Company does not
intend to pay dividends in the foreseeable future. The Company
selects to invest its available working capital to enhance the
facilities at the Resort.

(d.)  The Company has entered into an agreement with Ms. Jeanne
Sousa, a California Corporations Licensed Broker for the lease of
a 200 square foot building at the Resort from which she will
conduct sales activities in the Company's stock. The term of the
lease was for three years commencing on January 1, 2001.
Termination or cancellation may be made by either Lessor or
Lessee by giving the other party sixty (60) days written notice.

ITEM 6  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULT OF OPERATIONS

Pismo Coast Village, Inc., operates as a 400 space recreational
vehicle resort. The Corporation includes additional business
operations to provide its users with a full range of services
expected of a recreational resort. These services include a
store, video arcade, Laundromat, recreational vehicle repair, RV
parts shop and an RV storage operation.

<PAGE>

The Corporation is authorized to issue 1,800 shares, of one
class, all with equal voting rights and all being without par
value. Transfers of shares are restricted by Company bylaws. One
such restriction is that transferees must acquire shares with
intent to hold the same for the purpose of enjoying camping
rights and other benefits to which a shareholder is entitled.
Each share of stock is intended to provide the shareholder with
the opportunity for 45 days of free site use per year. However,
if the Corporation is unable to generate sufficient funds from
the public, the Company may be required to charge shareholders
for services.

Management is charged with the task of developing sufficient
funds to operate the Resort through site sales to general public
guests by allocating a minimum of 175 sites to general public use
and allocating a maximum of 225 sites for shareholder free use.
The other service centers are expected to generate sufficient
revenue to support themselves and/or produce a profit.

Certain information included herein contains statements that may
be considered forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, such as
statements relating to anticipated expenses, capital spending and
financing sources. Such forward-looking information involves
important risks and uncertainties that could significantly affect
anticipated results in the future and, accordingly, such results
may differ from those expressed in any forward-looking statements
made herein. These risks and uncertainties include, but are not
limited to, those relating to competitive industry conditions,
California tourism and weather conditions, dependence on existing
management, leverage and debt service, the regulation of the
recreational vehicle industry, domestic or global economic
conditions and changes in federal or state tax laws or the
administration of such laws.

CURRENT OPERATING PLANS
The Board of Directors continues its previously established
policy by adopting a stringent, conservative budget for Fiscal
Year 2003, which projects a positive cash flow of approximately
$737,771 from operations. While the Company projects a positive
cash flow, this cannot be assured for Fiscal Year 2003. Capital
expenditures planned for 2003 include the continued enhancement
of RV sites and services, a new trailer towing vehicle, and the
replacement of two existing restroom facilities. These
investments are projected to be approximately $650,000, some of
which can be deferred, if necessary. These proposed capital
improvements will be funded from cash from operations, from
existing working capital, and, if necessary, from financing
obtained by the Company. Thus, budgeted cash flow for the year is
expected to be within the Company's capabilities based on its
present working capital position.

<PAGE>

FINANCIAL CONDITION
The business of the Company is seasonal and is concentrated on
prime days of the year which are defined as follows:  President's
Day Weekend, Easter week, Memorial Day Weekend, summer vacation
months, Labor Day, Thanksgiving Weekend, and Christmas vacation.
There are no known trends which affect business or affect
revenue.

The Company develops its income from two sources:  (a) Resort
Operations, consisting of revenues generated from RV site
rentals, from RV storage space operations, and from lease
revenues from Laundromat and arcade operations by third party
lessees; and (b) Retail Operations, consisting of revenues from
general store operations and from RV parts and service
operations.

The Company completed its plan to aggressively reduce debt by
eliminating, by early payoff, all outstanding loan balances in
September 1997. With the purchase of a new storage property in
December 1998, the Company obtained financing from a local
institution. As a result of the July 2000 Board meeting, this
note was paid off to eliminate any current outstanding loan
balances. The Company continues its policy to adopt conservative
budgets with managed capital outlays.

The Company has arranged a $500,000 line of credit that has not
been drawn on to date. The Company has no other liabilities to
creditors other than current accounts payable arising from its
normal day-to-day operations and advance Resort rental
reservation deposits, none of which are in arrears.

The Company recognized extraordinary expense of $54,383 due to
damages suffered from local flooding on March 5, 2001. Excessive
rainfall created a flash flood during high tide and covered most
of the Company's resort property with water. Expenses consisted
of repairs to buildings, labor, office supplies and furniture,
computer and data recovery, and telephone system repair.

The Company is currently undergoing an audit by the Internal
Revenue Service. The outcome of the audit cannot reasonably be
determined. Should the Company have an unfavorable outcome, the
impact to the financial statements could be material.

LIQUIDITY
The Company's policy is to use its ability to generate operating
cash flow to meet its expected future needs for internal growth.
The Company has continued to maintain sufficient cash so as to
not require the use of a short-term line of credit during the
off-season period, and the Company expects to be able to do so
(although no assurance of continued cash flow can be given).

<PAGE>

Net cash provided by operating activities totaled $658,743 in
2002, compared to $609,147 in 2001. These fluctuations are
primarily a result of increased revenues, deferred income tax,
depreciation, loss on disposal of fixed assets, and increase in
prepaid expenses.

During Fiscal Year 2002, cash investments of $263,296 included
the construction of a new storage building, road paving, drainage
and fencing for RV storage lots, electrical pedestals,  rental
bikes, garbage compactor, street sweeper, preliminary
developmental expenses for 2003 capital projects, and the
construction of a new concrete block wall along the common
property line with the State Campground. During Fiscal Year 2001,
cash investments of $431,251 included the construction of a new
restroom, road  paving, drainage and repairs to Storage Lot A,
electrical pedestals, a maintenance truck, purchase of a used
backhoe, rental bikes, modification of a tow truck, and a new
trailer tow truck.

The Company has continued to maintain sufficient cash from
operations to not require the addition of long-term debt during
2001 or 2002. With the possibility of requiring additional funds
for planned capital improvements and winter season, the Company
established a $500,000 Line of Credit to insure funds will be
available if required. In anticipation of future large projects,
the Board of Directors has instructed management to build
operational cash balances.

Fiscal Year 2002's current ratio (current assets to current
liabilities) of 2.95 increased from Fiscal Year 2001's current
ratio of 2.44. The increase in current ratio is the result of
increased cash and cash equivalents and decreased accounts
payable and accrued liabilities.

Working Capital increased to $1,100,512 at the end of Fiscal Year
2002 compared with $763,775 at year end Fiscal Year 2001. This
increase is a result of eliminating all long-term debt,
anticipating planned capital improvements, development of cash
reserves, and deferment of capital projects that have not
detrimentally affected current operations.

CAPITAL RESOURCES AND PLANNED EXPENDITURES
The Company plans capital expenditures of $650,000 in Fiscal Year
2003 to further enhance the resort facilities and services,
demolish and construct two restroom facilities, renovate and
upgrade thirty-five campsites, and purchase a new tow vehicle.
Funding for these projects is expected to be from normal
operating cash flows and, if necessary, supplemented with outside
financing. These capital expenditures are expected to increase
the Resort's value to its shareholders and the general public.

<PAGE>

     RESULTS OF OPERATIONS

YEAR TO YEAR COMPARISON

INCOME: Increased over the prior fiscal year ended September 30,
2001, by $393,467, or 11.9%.


                      INCOME BY SEGMENT

                              2002            2001
                              ____            ____


OCCUPANCY
% of Shareholder Site Use     22.9%           22.2%
% of Paid Site Rental         46.8%           49.9%
% Total Site Occupancy        69.7%           72.1%
% of Storage Rental           98.0%           91.9%
  Average Paid Site          $30.51          $27.36

RESORT OPERATIONS
Site Rental                $2,085,403       $1,991,638
Storage Operations           $616,877         $513,824
Support Operations           $155,278         $138,180
                           __________       __________
  Total                    $2,857,558       $2,643,642

RETAIL OPERATIONS
Store                        $517,222         $417,630
RV Repair/Parts store        $282,288         $197,378
                           __________       ___________
  Total                      $799,510         $615,008

INTEREST INCOME               $21,958          $40,013

OTHER INCOME                  $13,104             -0-
                           __________       __________

TOTAL INCOME               $3,692,130       $3,298,663
                           ==========       ==========

<PAGE>

Occupancy rates on the above table are calculated based on the
quantity occupied as compared to the total sites available for
occupancy (i.e., total occupied to number of total available).
Average paid site is based on site revenue and paid sites. Resort
support operations include revenues received from the arcade,
Laundromat, recreational activities, and other less significant
sources.

2002 COMPARED WITH 2001
Resort operations income increased $213,916, or 8.1%, primarily
due to a $103,055, or 20.0%, increase in RV storage and spotting
activity. Also, the Resort realized an increase of $93,764, or
4.7%, in site revenue compared to the previous year. Site revenue
increased regardless of a 6.1% decrease in paid site occupancy,
and reflects a price increase implemented on October 1, 2001.
While the Company recognized flooding of the Resort on March 5,
2001 had a negative impact on occupancy and revenue for the
previous fiscal year, the total impact has not been determined.
Occupancy projections continue to look strong as the local
region enjoys mild weather and an ongoing positive trend of
outdoor recreation and camping.

Retail operations income increased $184,502, or 30.0%, due to a
23.8% increase in General Store sales and a 43.0% increase in RV
Shop activity. These increases are a result of management's
continuing program to increase retail from increased occupancy
and efforts to stock more appropriate items, more effectively
merchandise, and pay greater attention to customer service.

Interest Income decreased 45.1% as a result of current financial
institution trends, even with the Company carrying higher cash
balances through most of the year. These increased cash balances
are due to the Company anticipating capital expenditures to
improve the Resort's facilities and services, and the increase in
advanced deposits for future reservations.

Operating Expenses increased $306,453, or 14.0%, as a result of
payroll, employee health insurance, workers' compensation
insurance, electricity, repairs and maintenance, and contracted
services. Maintaining the conservative approach, most expense
items were managed well below Plan and in many categories below
the previous year. The Board of Directors has directed management
to continue maintenance projects as needed to provide a first
class resort for campers using recreational vehicles.

Depreciation Expense increased 6.5% due to the purchase of
equipment, property improvements, and elimination of the assets
deemed to no longer have a useful life.

Interest Expense continues to be zero ($0) due to early payoff of
the note payable for the purchase of the RV storage property.

<PAGE>

Loss on Disposal of Fixed Assets for 2002 of $383, represents the
reclassification of certain assets determined no longer to have a
useful life and were disposed of.

Income before provision for taxes on income of $433,366 is
reflective of the Company's current pricing policies and
continuing efforts to maximize resort services and value. Income
exceeded management's plan of operations for Fiscal Year 2002.

Net income increased by $106,096, or 57.9%, primarily due to
increased revenues when compared to the previous year. Expenses
resulting from the March 2001 flood and loss on disposal of fixed
assets contributed to additional expenses reflected in the
previous year. This is the thirteenth consecutive year of
positive net income for the Company.

INFLATION has not had a significant impact on our profit
position. Company has increased rates which have more than
compensated for the rate of inflation.

FUTURE OPERATING RESULTS could be unfavorably impacted to the
extent that changing prices result in lower discretionary income
for customers and/or increased transportation costs to the
Resort. In addition, increasing prices affects operations and
liquidity by raising the replacement cost of property and
equipment.

DISCLOSURE CONCERNING WEBSITE ACCESS TO COMPANY REPORTS

The Company makes available on its website,
www.pismocoastvillage.com, access to its annual report on Form
10-KSB, quarterly reports on Form 10-QSB, current reports on Form
8-KSB, and all amendments to those reports as soon as reasonably
practicable after such material is electronically filed with or
furnished to the Securities & Exchange Commission.

ITEM 7  FINANCIAL STATEMENTS

<PAGE>

                   INDEPENDENT AUDITORS' REPORT
                   ____________________________



Board of Directors
Pismo Coast Village, Inc.
Pismo Beach, California 93449

We have audited the accompanying balance sheets of Pismo Coast
Village, Inc. (a California corporation) as of September 30, 2002
and 2001, and the related statements of operations and retained
earnings and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with U.S. generally
accepted auditing standards. Those standards require that we plan
and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Pismo Coast Village, Inc. as of September 30, 2002 and 2001,
and the results of its operations and its cash flows for the
years then ended, in conformity with U.S. generally accepted
accounting principles.


/s/   GLENN, BURDETTE, PHILLIPS & BRYSON


Glenn, Burdette, Phillips & Bryson
Certified Public Accountants
A Professional Corporation

October 24, 2002

<PAGE>

<TABLE>

                    PISMO COAST VILLAGE, INC.
                         BALANCE SHEETS
                   SEPTEMBER 30, 2002 AND 2001
                  _____________________________

<CAPTION>
                                         2002           2001
                                     ____________  ______________

                     ASSETS
                   _________

<S>                                  <C>           <C>
Current Assets
______________

Cash and cash equivalents            $  1,486,370  $  1,121,965
Accounts receivable                         9,101         8,120
Inventory                                  81,585        74,429
Current deferred taxes                     34,000        26,000
Prepaid expenses                           53,476        64,742
                                     ____________   ____________
 Total current assets                   1,664,532     1,295,256

Pismo Coast Village Recreational

Vehicle Resort and Related Assets - net
_______________________________________

                                        5,830,562     5,873,417

Other Assets                               12,737         8,253
                                     ____________  _____________

 Total Assets                        $  7,507,831  $  7,176,926
                                     ============  =============


        LIABILITIES AND STOCKHOLDERS' EQUITY
       ______________________________________


Current Liabilities
___________________

Accounts payable and
 accrued liabilities                 $     79,605  $     99,039
Accrued salaries and vacation             100,505       105,794
Rental deposits                           383,910       326,648
                                     ____________  _____________
 Total current liabilities                564,020       531,481

Long Term Liabilities
_____________________

Long-term deferred taxes                  120,000       111,000
                                     ____________  _____________

 Total liabilities                        684,020       642,481
                                     ____________  _____________

Stockholders' Equity
____________________

Common stock - no par value, issued
 and outstanding 1,800 shares           5,647,708     5,647,708
Retained earnings                       1,176,103       886,737
                                     ____________  _____________
 Total stockholders' equity             6,823,811     6,534,445
                                     ____________  _____________

Total Liabilities and Stockholders'
 Equity                               $ 7,507,831  $  7,176,926
                                     ============  =============

The accompanying notes are an integral part of these financial
statements.
</TABLE>

<PAGE>

<TABLE>

                    PISMO COAST VILLAGE, INC.
          STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
             YEARS ENDED SEPTEMBER 30, 2002 AND 2001
          ______________________________________________

<CAPTION>

<S>                                  <C>           <C>

                                          2002           2001
                                     ____________  _____________

Income
______

Resort operations                    $  2,857,558  $  2,643,642
Retail operations                         799,510       615,008
Interest income                            21,958        40,013
Other income                               13,104
                                     ____________  _____________
 Total income                           3,692,130     3,298,663
                                     ____________  _____________

Costs and Expenses
__________________

Operating expenses                      2,493,428     2,186,975
Cost of goods sold                        428,142       340,727
Depreciation                              336,811       316,335
Other expense                                            54,383
Loss on sale of fixed assets                  383        66,973
                                     ____________  _____________
 Total costs and expenses               3,258,764     2,965,393
                                     ____________  _____________

Income Before Provision for
 Taxes on Income                          433,366       333,270
____________________________

Provision for taxes on income             144,000       150,000
                                     ____________  _____________

Net Income                                289,366       183,270
__________

Retained Earnings
_________________
Beginning of Year                         886,737       703,467
                                     ____________  _____________

End of Year                          $  1,176,103  $    886,737
                                     ============  =============

Earnings Per Share                   $     160.76  $     101.82
__________________                   ============  =============

The accompanying notes are an integral part of these financial
statements.

</TABLE>

<PAGE>

<TABLE>
                     PISMO COAST VILLAGE, INC.
                     STATEMENTS OF CASH FLOWS
              YEARS ENDED SEPTEMBER 30, 2002 AND 2001
              _______________________________________

<CAPTION>
<S>                                  <C>           <C>
                                          2002           2001
                                     ____________  ____________

Cash Flows From Operating Activities
____________________________________

Net income                           $    289,366  $    183,270
                                     ____________  _____________
Adjustments to reconcile net
 income to net cash provided by
 operating activities:
Depreciation                              336,811       316,335
Deferred income tax                         1,000        20,000
Loss on disposal of fixed assets              383        66,973
Increase in accounts receivable              (981)         (883)
Increase in inventory                      (7,156)       (2,663)
Decrease (increase) in prepaid
 expenses                                  11,266       (33,185)
Increase in other assets                   (4,484)       (6,637)
(Decrease) increase in accounts
 payable and accrued liabilities          (19,434)       27,882
(Decrease) increase in accrued
 salaries and vacation                     (5,289)        8,260
Increase in rental deposits                57,262        36,795
Decrease in income taxes payable                         (7,000)
                                     ____________  _____________
  Total adjustments                       369,378       425,877
                                     ____________  _____________

  Net cash provided by operating
   activities                             658,744       609,147
                                     ____________  _____________

Cash Flows From Investing Activities
____________________________________

Proceeds from sale of assets               10,513         5,900
Capital expenditures                     (304,852)     (514,617)
                                     ____________  _____________

  Net cash used in investing
   activities                            (294,339)     (508,717)
                                     ____________  _____________

Net increase in cash and
 cash equivalents                         364,405       100,430

Cash and Cash Equivalents -
 Beginning of Year                      1,121,965     1,021,535
___________________________          ____________  _____________

Cash and Cash Equivalents -
 End of Year                         $  1,486,370  $  1,121,965
___________________________          ============  =============

Schedule of Payments of Interest and Taxes
__________________________________________

Payments for income tax              $    162,582  $    162,933
                                     ============  =============

The accompanying notes are an integral part of these financial
statements.

</TABLE>

<PAGE>

                    PISMO COAST VILLAGE, INC.
                  NOTES TO FINANCIAL STATEMENTS
                   SEPTEMBER 30, 2002 AND 2001
                  _____________________________


Note 1 - Summary of Significant Accounting Policies
___________________________________________________

A.  Nature of Business
    __________________

Pismo Coast Village, Inc. (Company) is a recreational vehicle
camping resort. Its business is seasonal in nature with the
fourth quarter, the summer, being its busiest and most
profitable.

B.  Inventory
    _________

Inventory has been valued at the lower of cost or market on a
first-in, first-out basis.

C.  Property and Equipment
    ______________________

Property and equipment are stated at cost. Maintenance and
repairs are charged to expense as incurred. Depreciation of
property and equipment is computed using an accelerated method
based on the cost of the assets, less allowance for salvage
value, where appropriate. Depreciation rates are based upon the
following estimated useful lives:

     Building and park improvements            5 to 40 years
     Furniture, fixtures, equipment and
      leasehold improvements                   5 to 31.5 years
     Transportation equipment                  5 to 10 years

D.  Earnings Per Share
    __________________

The earnings per share are based on the 1,800 shares issued and
outstanding.

E.  Cash and Cash Equivalents
    _________________________

For purposes of the statements of cash flows, the Company
considers all highly liquid investments including certificates of
deposit with a maturity of nine months or less when purchased, to
be cash equivalents.

F.  Concentration of Credit Risk
    ____________________________

At September 30, 2002, the Company had cash deposits in excess of
the $100,000 federally insured limit with Washington Mutual Bank
of $1,662, with Los Padres Bank of $796 and Santa Lucia Bank of
$901,372. Santa Lucia Bank however has entered into a "contract
for deposit of moneys" for $1,500,000 with the Company. This
contract states that Santa Lucia Bank will keep as security for
the Company's deposits up to $1,500,000 in U.S. Treasury
securities with City National Bank of Beverly Hills. The Company
receives statements quarterly from City National Bank indicating
the funds held in trust.

<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
PAGE 2
______________________________

G.  Use of Estimates
    ________________

The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ
from those estimates.

H.  Revenue and Cost Recognition
    ____________________________

The Company's revenue is recognized on the accrual basis as
earned based on the date of stay. Expenditures are recorded on
the accrual basis whereby expenses are recorded when incurred,
rather than when paid.

I.  Advertising
    ___________

The Company follows the policy of charging the costs of
advertising to expense as incurred. Advertising expense was
$46,365 and $52,282 for the years ended September 30, 2002 and
2001, respectively.

Note 2 - Pismo Coast Village Recreational Vehicle Resort and
Related Assets
______________________________________________________________

<TABLE>

At September 30, 2002 and 2001, property and equipment, which are
recorded at cost, included the following:
<CAPTION>

<S>                                  <C>           <C>
                                         2002          2001
                                     ____________  _____________

  Land                               $  3,208,617  $  3,208,617
  Building and park improvements        6,677,338     6,486,043
  Furniture, fixtures, equipment and
   leasehold improvements                 487,551       413,687
  Transportation equipment                332,271       338,110
  Construction in progress                 21,959         2,441
                                     ____________  _____________
                                       10,727,736    10,448,898
Less: accumulated depreciation         (4,897,174)   (4,575,481)
                                     ____________  _____________
                                     $  5,830,562  $  5,873,417
                                     ============  =============
</TABLE>

Note 3 - Line of Credit
_______________________

The Company has a revolving line of credit for $500,000. The
interest rate is variable at one percent over prime, with an
initial rate of 5.75 percent expiring March 2003. The purpose of
the loan is to augment operating cash needs in off-season months.
There were no outstanding amounts as of September 30, 2002 or
2001.

<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
PAGE 3
_____________________________


Note 4 - Common Stock
_____________________

Each share of stock is intended to provide the shareholder with a
maximum free use of the park for 45 days per year. If the Company
is unable to generate sufficient funds from the public, the
Company may be required to charge shareholders for services.

A shareholder is entitled to a pro rata share of any dividends as
well as a pro rata share of the assets of the Company in the
event of its liquidation or sale. The shares are personal
property and do not constitute an interest in real property. The
ownership of a share does not entitle the owner to any interest
in any particular site or camping spot.

Note 5 - Income Taxes
_____________________

The provision for income taxes consists of the following
components:

<TABLE>

<CAPTION>
<S>                                  <C>           <C>

                                          2002           2001
                                          ____           ____
Current:
 Federal                             $    108,000  $    102,000
 State                                     36,000        28,000
                                     ____________  _____________
                                          144,000       130,000

Deferred:
 Federal                                    1,000        19,000
 State                                     (1,000)        1,000
                                     ____________  _____________

                                     $    144,000  $    150,000
                                     ============  =============

The deferred tax assets (liabilities) are comprised of the
following:

                                          2002          2001
                                          ____          ____


Depreciation                         $   (120,000) $   (111,000)
                                     ____________  _____________
 Total gross deferred tax
  liabilities                            (120,000)     (111,000)
                                     ____________  _____________

Vacation accrual                           15,000        10,000
Miscellaneous                              19,000        16,000
                                     ____________  _____________

 Total gross deferred tax assets           34,000        26,000
                                     ____________  _____________

                                     $    (86,000) $    (85,000)
                                     ============  =============

</TABLE>

<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
PAGE 4
_____________________________


Note 5 - Income Taxes (Continued)
__________________________________

<TABLE>

The above deferred tax assets (liabilities) consist of the
following temporary differences:

<CAPTION>

                               2002                  2001
                        ___________________  ___________________
<S>                     <C>       <C>        <C>       <C>
                        Current   Long-term  Current   Long-term
                        ________ __________  _________ _________

Deferred tax assets:
  Federal              $  31,000 $           $  24,000 $
  State                    3,000                 2,000
Deferred tax liabilities:
  Federal                          (96,000)              (89,000)
  State                            (24,000)              (22,000)
                       _________ _________   _________ _________

                       $  34,000 $(120,000)  $  26,000 $(111,000)
                       ========= =========   ========= =========
</TABLE>

The effective income tax rate varies from the statutory federal
income tax rate as follows:

<TABLE>
<CAPTION>

<S>                                      <C>            <C>
                                          2002           2001
                                         ______         _______

Statutory federal income tax rate         34.0%          34.0%
Increase (decrease):
 State income taxes,
  net of federal benefit                   5.4            5.9
 Effective rate change on deferred taxes                 (0.2)
                                         ______         _______

    Effective Income Tax Rate             39.4%          39.7%
                                         ======         =======

</TABLE>

<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
PAGE 5
_____________________________
Note 6  Operating Expenses
__________________________

Operating expenses for the years ended September 30, 2002 and
2001, consisted of the following:

<TABLE>
<CAPTION>
                                          2002           2001
                                          ____           ____

<S>                                  <C>           <C>
Direct labor                         $    759,882  $    675,022
Administrative salaries                   223,045       216,233
Insurance                                 213,491       148,166
Payroll tax expense                        84,485        76,509
Employee travel and training               16,511        18,205
Property taxes                             48,981        54,655
Taxes and licenses                          6,770         4,591
Corporation expense                        44,807        41,750
Advertising and promotion                  46,365        52,282
Telephone                                  30,606        28,610
Security                                   98,490        82,411
Office supplies and expense                49,569        46,494
Custodial supplies                         15,307        11,948
Recreational supplies                      16,258         9,283
Professional services                      65,970        28,955
Retail operating supplies                   5,095         6,402
Repairs and maintenance                    93,459        93,764
Contract services                         137,968       105,241
Equipment lease                             4,215         1,686
Utilities                                 320,225       258,317
Auto and truck expense                     36,379        39,580
Rent - storage lots                        66,138        66,568
Bad debts                                     111         1,448
Service charges                            63,153        53,886
Uniforms                                   12,733        14,535
Miscellaneous                              33,415        50,434
                                     ____________  ____________
Total Operating Expenses             $  2,493,428  $  2,186,975
                                     ============  ============

</TABLE>

<PAGE>

PISMO COAST VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
PAGE 6
_____________________________


Note 7 - Operating Leases
_________________________

The Company leases two pieces of property to use as storage lots.
One is leased under a cancelable month-to-month lease. The other
was renewed effective January 1, 2001, for six years with an
option to extend for an additional five years. Monthly lease
payments are currently $2,454 and are increased annually based on
the Consumer Price Index. Future minimum lease payments under the
second lease and an obligation to lease equipment are as follows:

     Year Ended September 30,
     ________________________

              2003              $  29,444
              2004                 29,444
              2005                 29,444
              2006                 29,444
              2007                  7,361
                                _________
                                $ 125,137
                                =========

Rent expense under these agreements was $66,138 and $66,568 for
the year ended September 30, 2002 and 2001, respectively.

Note 8 - Employee Retirement Plans
__________________________________

The Company is the sponsor of a 401(k) profit-sharing pension
plan, which covers substantially all full-time employees.
Employer contributions are discretionary and are determined on an
annual basis. The contribution to the pension plan, which is
reported under direct labor, for the year ended September 30,
2002 and 2001, is $11,810 and $11,041, respectively.

Note 9 - Contingent Liability
_____________________________

The Company is currently undergoing an audit by the Internal
Revenue Service. The outcome of the audit cannot reasonably be
determined. Should the Company have an unfavorable outcome, the
impact to the financial statements could be material.

<PAGE>

                 INDEPENDENT AUDITORS' REPORT
                  ON ADDITIONAL INFORMATION
                 ____________________________



Board of Directors
Pismo Coast Village, Inc.
Pismo Beach, California 93449

Our report on our audits of the basic financial statements of
Pismo Coast Village, Inc. as of September 30, 2002 and 2001,
appears on page 3. Those audits were made for the purpose of
forming an opinion on the basic financial statements taken as a
whole. The statements of operations (unaudited) for the three
months ended September 30, 2002 and 2001, are presented for
purposes of additional analysis and are not a required part of
the basic financial statements. Such information has not been
subjected to the auditing procedures applied in the audits of the
basic financial statements, and, accordingly we express no
opinion on it.



/s/ GLENN, BURDETTE, PHILLIPS AND BRYSON

Glenn, Burdette, Phillips & Bryson
Certified Public Accountants
A Professional Corporation


October 24, 2002

<PAGE>

<TABLE>
<CAPTION>
                   PISMO COAST VILLAGE, INC.
              STATEMENTS OF OPERATIONS (UNAUDITED)
         THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
         ______________________________________________

                                         2002           2001
                                     ____________   ____________

<S>                                  <C>           <C>
Income
______

Resort operations                    $ 1,030,261   $ 1,009,592
Retail operations                        282,561       245,732
Interest income                            4,738        12,485
Other income                               1,101
                                     ___________   ___________
  Total income                         1,318,661     1,267,809

Costs and Expenses
__________________

Operating expenses                       699,348       622,271
Cost of goods sold                       154,850       137,048
Depreciation                              90,528        84,000
Other expense                                          (33,172)
Loss on sale of fixed asset                  383        72,173
                                     ___________   ___________
Total costs and expenses                 945,109       882,320
                                     ___________   ___________

Income Before Provision
 For Taxes On Income                     373,552       385,489
_______________________

Provision for taxes on income            121,904       164,500
                                     ___________   ___________

Net Income                           $   251,648   $   220,989
__________                           ===========   ===========

Earnings Per Share                   $    139.80   $    122.77
__________________                   ===========   ===========

</TABLE>

<PAGE>

ITEM 8   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

Inapplicable.

                            PART III

ITEM 9   DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

(a) The Company's Directors were chosen at the Shareholder's
Annual Meeting on January 19, 2002. Director Edward Hinds, Jr.
submitted his resignation from the Board of Directors on
September 30, 2002. At the Board of Directors Meeting held
November 9, 2002, shareholder Louis Benedict was duly nominated
and elected to fill the seat vacated by Mr. Hinds until the next
election at the Annual Shareholders' Meeting set for January 18,
2003. The Directors serve for one year, or until their successors
are elected. The names, ages, background and other information
concerning the Directors, including other offices held by the
Directors with the Company, are set forth below.

(b)  The following is a list of the Company's Directors and
Executive Officers setting forth their functions and experience.
There is no familial relationship between the Directors nor
between the Directors and the Officers. There is no understanding
or agreement under which the Directors hold office.

HOWARD ALLARD, Director
Howard Allard, age 77, resides at 5161 Diablo Drive, Sacramento,
California  95842. He has a Master's degree in education
administration from California State University, Sacramento. He
was an elementary school principal in the Rio Linda Union School
District for 29 years prior to retirement in 1985. He has been a
partner since 1978 in Allard Enterprises which maintains rental
properties, and he has also been a partner since 1982 in Allard
Limousine. Mr. Allard has served on the Board for 22 years,
including three years as President, two years as Secretary, and
one year as Vice President - Administration.

<PAGE>

LOUIS BENEDICT, Director
Louis Benedict is 75 years old and resides at 20955 De Mina
Street, Woodland Hills, California  91364. Mr. Benedict served in
the U. S. Navy from 1944 to 1946, and again during the Korean
War, from 1952 to 1953. He attended the University of Southern
California, majoring in electrical engineering, and following
that, earned a B. S. degree in Electrical Engineering at the
University of Colorado. Mr. Benedict was employed from 1957 to
1962 as a Project Engineering Manager with Lockheed Missiles and
Space, from 1962 to 1964 as a Vice President with William A.
Revelle Corporation, and from 1964 to 1966 as an Engineering
Section Manager with Lockheed Missiles and Space. From 1966 to
1975 he was employed as the Director of Sub-Contract
Administration with Litton Industries, from 1975 to 1994 as Vice
-President of Contract Administration for Datametrics
Corporation, and from 1994 to 1998 as a consultant in the field
of U S Defense Contracts Administration. Mr. Benedict retired in
1998. He was duly nominated and elected by the Board on November
9, 2002, to fill a vacancy created by the resignation of Edward
Hinds, Jr.


KURT BRITTAIN, Director and Vice President - Secretary
Kurt Brittain is 72 years old and resides at 12105 Center Avenue,
San Martin, California 95046. After his Marine Corps service, he
was employed for more than 33 years by Orange County California,
until his retirement in 1986. His background includes public
works, flood control and manager of the county's harbors, beaches
and parks system. He was in charge of three harbors, seven
beaches and more than 26 parks, three of which were camping
parks. He has completed extension courses in business
administration, management, recreation and real estate. Mr.
Brittain was elected to serve as Vice President - Secretary at
the Board of Directors Meeting held September 21, 2002, to fill a
vacancy in that office created by the resignation of Edward
Hinds, Jr. He has served on Board for ten accumulative years,
from 1990 to 1999, and from January 2002 to present, serving one
year as Vice President - Administration, one year as Vice
President - Secretary, and five years as Executive Vice
President.

ALBERT BROWN, Director
Albert Brown is 79 years old. He resides at 22718 Lone Eagle
Road, Apple Valley, California  92308. He was employed at Hughes
Aircraft for 20 years, from 1945 to 1965, TRW Systems for 3.5
years, from 1965 to 1968, and Rohr Industry, Inc., for 11.5
years, from 1968 until his retirement in 1979. He worked his way
up from being an assembler to a senior industrial engineer,
reporting directly to the manager of industrial engineering. He
has completed extensive continued education in the field of
industrial engineering at U.S.C. He has served on the Board of
Directors for 18 years, including two years as Vice President -
Administration.

<PAGE>

HARRY BUCHAKLIAN, Director
Harry Buchaklian is 70 years old. He resides at 1361 East
Ticonderoga Drive, Fresno California  93720. He has a B.A. degree
from C.S.U.F. in industrial arts, and a secondary level teaching
credential in laboratory electronics and small engine repair. His
career has included employment as an assistant manager with
Western Auto Stores, electronics instructor at Fresno Technical
College and technical supervisor for Sears Roebuck. He retired
from Sears Roebuck in 1994. He has served on the Board for 18
accumulative years, including most recently from September 1995
to present, serving one year as Executive Vice President.

J. RUSSELL CARLSON, Director
J. Russell Carlson is 59 years old. He resides at 1286 West
Eymann Avenue, Reedley, California 93654. He holds a B. A. degree
in music education and a California Life Teaching Credential from
CSU Fresno. Mr. Carlson taught instrumental music for twenty-one
years in Reedley and Visalia, California, prior to his retirement
in June 2002. Prior to teaching, he worked as service manager for
American Air Company and Sequoia Plumbing, a mechanical engineer
and plumbing company in Visalia, California for eight years. He
also owned a Napa Auto Parts store in Exeter, California for
eight years. Mr. Carlson has served on the Board for one year.

DOUGLAS EUDALY, Director
Douglas Eudaly, age 71, resides at 3918 North Carruth Avenue,
Fresno California 93705-2001. He has an Associate of Arts Degree
from Fresno City College in elementary education, and a
Bachelor's degree in elementary education from Fresno State
College. He has done doctoral studies at Nova University in Ft.
Lauderdale, Florida, and received a Ph.D. from Clayton
Theological Institute in Clayton, California. He holds Life
Teaching Credentials for Elementary and Junior High School, and
Administrative Credentials for preschool through adult school. He
retired from the Fresno Unified School District in 1991 with 31
years of service credit the last five years as program director
for the Disability Awareness Program. Dr. Eudaly was President of
the Fresno Teacher's Association in 1970-71, as well as chairman
of the District's Negotiating Council, and served one term as
Chief Negotiator. He served three years as President of the Board
of Directors for Friendship Center for the Blind, and as chairman
of several advisory committees for food banks and other nonprofit
organizations. He served over three years as the Deacon Chairman
at the Evangelical Free Church of Fresno. Dr. Eudaly has served
on the Board for one year.

<PAGE>

WILLIAM L. FISCHER, Director
William (Bill) Fischer, age 68, resides at 1947 Sienna Lane, Simi
Valley, California 93065. He has been married 46 years and served
in the U. S. Air Force during the Korean War. Mr. Fischer is a
graduate of California State University, Northridge with a B. S.
degree in accounting. He worked in the aerospace, entertainment
and public utility industries until 1969 when he was hired by
Getty Oil Company's Corporate Office as an accounting supervisor.
Subsequently, Texaco, Inc., acquired Getty Oil in 1985 and he was
promoted to Manager of Benefits Plans Accounting. Mr. Fischer was
responsible for the Savings/Thrift, 401-K, and ESOP Plans
Administration until 1989 when he elected early retirement. He
has active Real Estate Broker and Tax Preparer licenses. He is a
member of the Veterans of Foreign Wars and Knights of Columbus.
He looks forward to contributing his financial background to the
Board of Directors. Mr. Fischer has served on the Board for one
year.

NORMAN GOULD, Director
Norman Gould is 83 years old. He resides at 10597 Road 30,
Madera, California 93637. He has a B.A. in education and an M.A.
in administration. His occupation prior to retirement in 1987 was
as the superintendent of schools for Madera County. He was a
member of the board of directors of Kingsview, Inc., from 1968 to
1980 and held the positions of vice chairman and chairman of the
board. He is currently on the board of directors of Valley Teen
Ranch, Inc. Mr. Gould is currently president of the California
Retired Teachers Association, a nonprofit corporation. He has
served on the Board for 25 accumulative years, including most
recently from March 1993 to present, serving nine years as
President, one year as Treasurer and two years as Secretary.

R. ELAINE HARRIS, Director
R. Elaine Harris is 64 years old. She resides at 3418 El Potrero
Lane, Bakersfield, California 93304. Mrs. Harris retired in
October 1990 from Pacific Telephone with 31 years service,
starting in the business office, then advancing to facility
administrator the last ten years of that time. She was active
with the Jaycettes Club and has worked on several political
campaigns. She is now enjoying retirement and feels very blessed
serving on the Board for the past three years. She is looking
forward to continuing serving the shareholders.

GLENN HICKMAN, Director and Executive Vice President
Glenn Hickman is 69 years old. He resides at 3584 West Wathen
Avenue, Fresno, California 93711. He has a B. A. in Business and
a secondary teaching credential from Fresno State University. His
occupation prior to retirement in 1995 was as a financial analyst
and office supervisor for Cal Resources, a subsidiary of Shell
Oil Company. Mr. Hickman has served on the Board for four years,
and is currently serving as Executive Vice President.

<PAGE>

TERRIS HUGHES, Director
Terris (Terry) Hughes, is 53 years old and resides at 2426 Sunset
Street, Wasco, California 93280. Mr. Hughes holds an A.A. degree
from Bakersfield Junior College in police science. He was
employed by Cal Resources LLC for 23 years, from 1973 to 1997,
holding the position of senior training technician for the last
10 years of that time. He is currently employed as an internal
consultant for Aera Energy LLC, an oil industry company formed in
1997 between the Shell Oil and Mobil Oil Corporations. His duties
are to serve as a behavior-base safety advisor and provide safety
training to Aera Energy LLC employees. Mr. Hughes has served on
the Board for seven years, including one year as Vice President -
Policy.

RONALD NUNLIST, Director and Vice President - Policy
Ronald Nunlist, age 64, resides at 1105 Minter Avenue, Shafter,
California  93263. Mr. Nunlist was employed in the oil business
for many years. From 1995 to June 1997, he was employed as an
operations foreman by Cal Resources LLC, an oil industry company
owned by Shell Oil Corporation. Mr. Nunlist was then employed as
a logistics specialist by Aera Energy LLC, an oil industry
company formed between the Shell Oil and Mobil Oil Corporations,
from June 1997 until his retirement in June 1999. He has served
on the Board for 17 years, including five years as President, and
is currently serving as Vice President - Policy.

JERALD PETTIBONE, Director and President
Jerry Pettibone, age 76, resides at 4179 Court Drive, Santa Cruz,
California  95062. He sold and retired from his company,
Pettibone Signs, in Santa Cruz in October 1988. He started the
company which operated statewide in 1960. Active in trade
associations, he served on the board of directors of the National
Electric Sign Association, and on the board of directors of the
World Sign Association, serving as national president in 1985-
1986. He served on the board of directors of the California
Electric Sign Association for 22 years and was elected a director
emeritus. He has served on the Board for ten years, including
three years as Chief Financial Officer, and is currently serving
a sixth year as President.

THOMAS ROURKE, Director
Thomas Rourke is 65 years old. He resides at 899 Stagi Lane, Los
Altos, California 94024. Mr. Rourke graduated from the University
of Massachusetts in 1965 with a B.B.A. degree. He was vice
president of operations at Lynch Communications, Inc., in Reno,
Nevada from 1980-1982, and president of Lynch Circuits, Inc., in
Sunnyvale, California from 1982-1987. He is currently president
and chairman of the board of Startech Electronics, Inc., a
management consulting company, in Mountain View, California, a
position he has held since 1988. Mr. Rourke has served on the
board for seven years, including two years as Vice President -
Policy.

<PAGE>

GARY WILLEMS, Director
Gary Willems is 48 years old. He resides at 479 South Oak Drive,
Reedley, California 93654. He holds a B.A. degree in Music
Education and a California Life Teaching Credential from Fresno
Pacific University. Mr. Willems has been teaching music since
1977, and since 1985 has been the Director of Bands at Reedley
High School. He is an active member of the California Band
Directors' Association and is the Past President of Fresno and
Madera Counties Music Educators' Association. Mr. Willems has
served on the Board of Directors for two years.

JACK WILLIAMS, Director, Vice President - Finance, and Chief
Financial Officer
Jack Williams is 52 years old. He resides at 7801 Revelstoke Way,
Bakersfield, California  93309. Mr. Williams graduated from San
Diego State University in 1974 with a B.S. in accounting.
Following that, he has been employed in the field of accounting
in a variety of industries, including agriculture, construction,
heavy equipment sales, and manufacturing. Mr. Williams
established his own C.P.A. practice in 1983. He was employed as a
Financial Analyst by Texaco Oil Corporation in the Bakersfield
area from 1997 until March 1999. Mr. Williams has been employed
with Goodwill Industries of South Central California as a
Director of Business Services since March 2000. He has served on
the Board of Directors for eight years, and is currently serving
a sixth year as Chief Financial Officer and Vice President -
Finance.

CHARLES ZAHKA, Director
Charles Zahka, age 76, resides at 6300 Alonzo Avenue, Encino,
California  91316. He retired as vice president of the Broadway
Department Stores in 1990 after 20 years. He presently serves as
a private management consultant. Mr. Zahka is president of the
Stroke Association of Southern California and vice chairman of
the Better Business Bureau of the Southland. He has served on the
Board for fourteen years, including one year as Secretary and one
year as President.

EDWARD HINDS, JR., Director and Vice President - Secretary
Edward (Dee) Hinds, Jr., age 75, resides at 3416 West Magill
Avenue, Fresno, California  93711. Prior to his retirement in
1988, he was employed for more than 38 years by Bank of America
serving as a branch officer, vice president, manager and regional
credit administrator. He served on the Board for 22 years, having
served as Vice President - Secretary for almost ten years. Mr.
Hinds submitted his resignation at the Board Meeting held
September 21, 2002. He is not seeking reelection to the Board.

<PAGE>

               Other Officers and Key Employees:

JAY JAMISON, Assistant Corporate Secretary and General Manager
Jay Jamison, 49 years old, has been employed by the Company since
June 1997 as General Manager and serves as Assistant Corporate
Secretary. He resides at 17105 Oak Road, Atascadero, California
93422. He has a B.S. degree in agricultural management from Cal
Poly San Luis Obispo, graduating in 1976. Mr. Jamison was raised
on his family's guest ranch, Rancho Oso, in Santa Barbara County,
which included a recreational vehicle park, resident summer camp,
equestrian facilities and numerous resort amenities. He worked on
the ranch throughout his childhood and after college. The family
business was sold in 1983, at which time Mr. Jamison was hired by
Thousand Trails, Inc., a private membership resort, as a Resort
Operations Manager. His last ten years at Thousand Trails were
spent managing a 200-acre, 518-site, full-service resort near
Hollister, California. He also managed resorts in Acton and
Idyllwild in Southern California. Prior to his employment with
the Company, Mr. Jamison was a General Manager with Skycrest
Enterprises in Redding and managed Sugarloaf Marina and Resort on
Lake Shasta in Northern California between January 1995 and June
1997. He is active in the Resort and Commercial Recreation
Association and is also a member of the American Quarter Horse
Association. Mr. Jamison was appointed to and has served as a
commissioner on the Pismo Beach Conference and Visitors Bureau
since February 1998, and since August 1999 has served as Chair.
At the National Association of RV Parks and Campgrounds' Annual
Convention in November 1999, Mr. Jamison was appointed to the
ARVC Board of Directors representing the ten western states.  At
the 2001 Annual Convention, he was elected Treasurer of the
National Association, and in November 2002, he was reelected to
serve another one year term. In June of 2002, Mr. Jamison was
installed as a Director on the Board for the San Luis Obispo
County Chapter of the American Red Cross.

ROGER C. LYON, JR., Assistant Corporate Secretary and General
Counsel
Roger C. Lyon, Jr., is a practicing attorney in the State of
California and owns his law firm, Lyon and Carmel, Attorneys-at-
Law. His business address is 1104 Palm Street, Post Office Box
922, San Luis Obispo, California  93406. Mr. Lyon has acted as
outside general counsel to the Corporation since 1984.

<PAGE>

FURTHER INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS

To the knowledge of the Company, none of the officers or
directors have been personally involved in any bankruptcy or
insolvency proceedings. To the knowledge of the Company, none of
the directors or officers have been convicted in any criminal
proceedings (excluding traffic violations and other minor
offenses) or are the subject of a criminal proceeding which is
presently pending, nor have such persons been the subject of any
order, judgment, or decree of any court of competent
jurisdiction, permanently or temporarily enjoining them from
acting as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director or insurance
company, or from engaging in or continuing in any conduct or
practice in connection with any such activity or in connection
with the purchase or sale of any security, nor were any of such
persons the subject of a federal or state authority barring or
suspending, for more than 60 days, the right of such person to be
engaged in any such activity, which order has not been reversed
or suspended.

ITEM 10   EXECUTIVE COMPENSATION

No Officer or Director was paid more than $100,000 during the
past fiscal year.

REMUNERATION OF DIRECTORS

The directors received no cash remuneration for their service.
However, the directors are entitled to mileage reimbursement for
travel to and from meetings upon request. In addition, they are
entitled to use of the Resort for attending meetings and are
provided with food and refreshments in connection with Board
Meetings. The aggregate value of the foregoing during the fiscal
year ended September 30, 2002, was estimated at $21,237.

OPTIONS, WARRANTS OR RIGHTS

The Company has no outstanding options, warrants or rights to
purchase any of its securities.

INDEBTEDNESS OF MANAGEMENT

No member of management was indebted to the Company during its
last fiscal year.

ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a)  No person owns beneficially of record more than 5% of the
Company's securities.

<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

(b)  The following sets forth the securities beneficially owned,
directly, by all directors and officers as a group as of
September 30, 2002:

                                             Amount of  Percent
Board Member                 Title of Class  Ownership  of Class

Howard Allard                 Common Stock    1 Share    0.056%
5161 Diablo Avenue
Sacramento CA 95842

Louis Benedict                Common Stock    1 Share    0.056%
2955 De Mina Street
Woodland Hills CA 91364

Kurt Brittain                 Common Stock    2 Shares   0.111%
12105 Center Avenue
San Martin CA 95046

Albert Brown                  Common Stock    2 Shares   0.111%
22718 Lone Eagle Road
Apple Valley CA 92308

Harry Buchaklian              Common Stock    1 Share    0.056%
1361 East Ticonderoga Drive
Fresno CA 93720

J. Russell Carlson            Common Stock    2 Shares   0.111%
1286 West Eymann Avenue
Reedley CA 93654

Douglas Eudaly                Common Stock    6 Shares   0.333%
3918 North Carruth Avenue
Fresno CA 93705

William Fischer               Common Stock    1 Share    0.056%
1947 Sienna Lane
Simi Valley CA 93065

Norman Gould                  Common Stock    1 Share    0.056%
10597 Road 30
Madera CA 93637

R. Elaine Harris              Common Stock    4 Shares   0.222%
3418 El Potrero Lane
Bakersfield CA 93304

Glenn Hickman                 Common Stock    1 Share    0.056%
3584 West Wathen Avenue
Fresno CA 93711

<PAGE>

                                             Amount of  Percent
Board Member                 Title of Class  Ownership  of Class

Terris Hughes                 Common Stock     1 Share   0.056%
2426 Sunset Street
Wasco CA 93280

Ronald Nunlist                Common Stock     4 Shares  0.222%
1105 Minter Avenue
Shafter CA 93263

Jerald Pettibone              Common Stock     2 Shares  0.056%
4179 Court Drive
Santa Cruz CA 95062

Thomas Rourke                 Common Stock     2 Shares  0.111%
899 Stagi Lane
Los Altos CA 94024

Gary Willems                  Common Stock     2 Shares  0.111%
479 South Oak Drive
Reedley CA 93654

Jack Williams                 Common Stock     1 Share   0.056%
7801 Revelstoke Way
Bakersfield CA 93309

Charles Zahka                 Common Stock     2 Shares  0.111%
6300 Alonzo Way
Encino CA 91316

All Officers and
Directors as a Group          Common Stock    36 Shares  2.000%

All such shares are owned beneficially and of record, there are
no additional shares known to the Company for which the listed
beneficial owner has the right to acquire beneficial ownership as
specified in Rule 13D-3(d)(1) of the Exchange Act.

CHANGES IN CONTROL
                         Not applicable

<PAGE>

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There have been no transactions during the past two years, or
proposed transactions, to which the Company was or is to be a
party, in which any of the officers, directors, nominees, named
shareholders, or family members of any such persons, had or is to
have a direct or indirect material interest, other than
transactions where competitive bids determine the rates or
charges involved, or where the amount involved does not exceed
$60,000, or where the interest of the party arises solely from
the ownership of securities of the Company and the party received
no extra or special benefit that was not shared by all
shareholders.


                            PART IV

ITEM 13   EXHIBITS AND REPORTS ON FORM 8-K

(a.)  Documents Filed as Part of the Report:

    Independent Auditor's Report

    Balance Sheets as of September 30, 2002 and 2001

    Statements of Operations and Retained Earnings (Deficit) for
    the years ended September 30, 2002 and 2001

    Statements of Cash Flows for the years ended September 30,
    2002 and 2001

    Notes to Financial Statements

(b.)  Reports on Form 8-K:  None have been filed during the last
    quarter of the period covered by this report.

<PAGE>

                           SIGNATURES
                           __________

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.

PISMO COAST VILLAGE, INC.

By: /s/ Jerald Pettibone                  Date: November 9, 2002
    Jerald Pettibone, President
    and Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Company and in the capacities and on the dates
indicated.

By: /s/ Kitty Karstetter                  Date: November 9, 2002
    Kitty Karstetter, Accounting Supervisor
    and Principal Accounting Officer

By: /s/ Jerald Pettibone                  Date: November 9, 2002
    Jerald Pettibone, President
    and Chairman of the Board

By: /s/ Glenn Hickman                     Date: November 9, 2002
    Glenn Hickman, Executive Vice President
    and Director

By: /s/ Kurt Brittain                     Date: November 9, 2002
    Kurt Brittain, Vice President - Secretary
    and Director

By: /s/ Jack Williams                     Date: November 9, 2002
    Jack Williams, Chief Financial Officer,
    Vice President - Finance and Director

By: /s/ Ronald Nunlist                    Date: November 9, 2002
    Ronald Nunlist, Vice President - Policy and Director

By: /s/ Howard Allard                     Date: November 9, 2002
    Howard Allard, Director

By: /s/ Louis Benedict                    Date: November 9, 2002
    Louis Benedict, Director

<PAGE>

By: /s/ Albert Brown                      Date: November 9, 2002
    Albert Brown, Director

By: /s/ Harry Buchaklian                  Date: November 9, 2002
    Harry Buchaklian, Director

By: /s/ J. Russell Carlson                Date: November 9, 2002
    J. Russell Carlson, Director

By: /s/ Douglas Eudaly                    Date: November 9, 2002
    Douglas Eudaly, Director

By: /s/ William Fischer                   Date: November 9, 2002
    William Fischer, Director

By: /s/ Norman Gould                      Date: November 9, 2002
    Norman Gould, Director

By: /s/ R. Elaine Harris                  Date: November 9, 2002
    R. Elaine Harris, Director

By: /s/ Terris Hughes                     Date: November 9, 2002
    Terris Hughes, Director

By: /s/ Thomas Rourke                     Date: November 9, 2002
    Thomas Rourke, Director

By: /s/ Gary Willems                      Date: November 9, 2002
    Gary Willems, Director

By: /s/ Charles Zahka                     Date: November 9, 2002
    Charles Zahka, Director

<PAGE>

                           CERTIFICATION
                           _____________


I, Jerald Pettibone, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Pismo
    Coast Village, Inc.

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;

3.  Based on my knowledge, the financial statements, and other
    financial information included in this annual report, fairly
    present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report;

4.  The registrant's other certifying officers and I are
    responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act Rules
    13a-14 and 15d-14) for the registrant and have:

    a.  designed such disclosure controls and procedures to
        ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is
        made known to us by others within those entities,
        particularly during the period in which this annual
        report is being prepared;

    b.  evaluated the effectiveness of the registrant's
        disclosure controls and procedures as of a date within 90
        days prior to the filing date of this annual report (the
        "Evaluation Date"); and
    c.  presented in this annual report our conclusions about the
        effectiveness of the disclosure controls and procedures
        based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have
    disclosed based on our most recent evaluation, to the
    registrant's auditors and the audit committee of registrant's
    board of directors (or persons performing the equivalent
    functions):

<PAGE>

    a.  all significant deficiencies in the design or operation
        of internal controls which could adversely affect the
        registrant's ability to record, process, summarize and
        report financial data and have identified for the
        registrant's auditors any material weaknesses in internal
        controls; and

    b.  Any fraud, whether or not material, that involves
        management or other employees who have a significant role
        in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have
    indicated in this annual report whether there were
    significant changes in internal controls or in other factors
    that could significantly affect internal controls subsequent
    to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies
    and material weaknesses.

Date:  November 9, 2002

Signature:  /s/  JERALD PETTIBONE

Title:      President and Chairman of the Board

<PAGE>

                         CERTIFICATION
                         _____________


I, Jack Williams, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Pismo
    Coast Village, Inc.

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;

3.  Based on my knowledge, the financial statements, and other
    financial information included in this annual report, fairly
    present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report;

4.  The registrant's other certifying officers and I are
    responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act Rules
    13a-14 and 15d-14) for the registrant and have:

    a.  designed such disclosure controls and procedures to
        ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is
        made known to us by others within those entities,
        particularly during the period in which this annual
        report is being prepared;

    b.  evaluated the effectiveness of the registrant's
        disclosure controls and procedures as of a date within 90
        days prior to the filing date of this annual report (the
        "Evaluation Date"); and

    c.  presented in this annual report our conclusions about the
        effectiveness of the disclosure controls and procedures
        based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have
    disclosed based on our most recent evaluation, to the
    registrant's auditors and the audit committee of registrant's
    board of directors (or persons performing the equivalent
    functions):

<PAGE>

    a.  all significant deficiencies in the design or operation
        of internal controls which could adversely affect the
        registrant's ability to record, process, summarize and
        report financial data and have identified for the
        registrant's auditors any material weaknesses in internal
        controls; and

    b.  Any fraud, whether or not material, that involves
        management or other employees who have a significant role
        in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have
    indicated in this annual report whether there were
    significant changes in internal controls or in other factors
    that could significantly affect internal controls subsequent
    to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies
    and material weaknesses.

Date:  November 9, 2002

Signature: /s/ JACK WILLIAMS

Title:  Vice President - Finance and Chief Financial Officer

<PAGE>