UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549

                         FORM 10-Q

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
          EXCHANGE ACT OF 1934


                  For the fiscal quarter ended March 28, 2003
                                  -------------
                                       OR
[  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to
                              -----------------

Commission File Number  0-25246
                        --------

                        Brown Jordan International, Inc.

             (Exact name of registrant as specified in its charter)


          FLORIDA                         63-1127982
- -------------------------------       --------------------
(State or other jurisdiction of       (I.R.S. Employer
incorporation or organization)        Identification No.)


1801 NORTH ANDREWS AVENUE, POMPANO BEACH, FLORIDA   33069
- -----------------------------------------------------------
(Address of principal executive offices)         (Zip Code)

                      (954) 960-1100
                      --------------
(Registrant's telephone number, including Area Code)

Indicate   by  check mark  whether  the  registrant  (1) has  filed  all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

[x] Yes [ ] No

Indicate  by  check  mark  whether  the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No


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


     Class               Shares Outstanding at May 12, 2003
- ---------------          -----------------------------------
$ .01 par value                     1,000


<PAGE>


                        Brown Jordan International, Inc.

                                      INDEX


PART I.  FINANCIAL INFORMATION                                           Page
                                                                         ----

         Item 1.  Financial Statements

         Consolidated Balance Sheets as of March 28, 2003
         (unaudited) and December 31, 2002                                 3
         Consolidated Statements of Operations for the three
         months ended March 28, 2003 and March 29, 2002 (unaudited)        4
         Consolidated Statements of Cash Flows for the three
         months ended March 28, 2002 and March 29, 2003 (unaudited)      5-6
         Notes to Consolidated Financial Statements                     7-12


         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations        13-21

         Item 3.  Quantitative and Qualitative Disclosures about
                  market risk
                                     21
         Item 4.  Controls and Procedures                                 21




PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                       22

         Item 2.  Submission of Matters to a Vote of
                  Security Holders                                        22

         Item 3.  Signatures and certifications

                  Signatures                                              23
                  Certifications                                       24-27



<PAGE>

<TABLE>
<CAPTION>


                          PART I. FINANCIAL INFORMATION

ITEM 1.      Financial Statements

                      Brown Jordan International, Inc. and
                    Subsidiaries Consolidated Balance Sheets


<S>                                                              <C>                   <C>

                                                              March 28,            December 31,
($000's)                                                        2003                   2002

                                                           ------------------   ------------------
                                                              (unaudited)
Assets
Cash and cash equivalents                                           $  4,397              $  7,927
Accounts receivable, net                                              91,203                76,379
Refundable income taxes                                                  -                   4,012
Inventories                                                           30,546                28,238
Prepaid and other current assets                                      10,590                10,856

                                                            -----------------   ------------------


Total current assets                                                 136,736               127,412

Property, plant and equipment                                         27,033                28,682
Customer relationships, net                                           19,889                20,504
Trademarks                                                            25,335                25,335
Goodwill, net                                                         91,253                91,253
Other assets, net                                                      8,623                 8,907

                                                            -----------------   ------------------


Total assets                                                       $308,869              $302,093                    (841)

                                                            =================   ==================



Liabilities and Stockholder's Deficit

Current portion of long-term debt                                   $ 10,325              $  9,700
Accounts payable                                                      29,064                18,153
Accrued interest                                                       5,324                 4,917
Other accrued liabilities                                             17,435                21,223

                                                            -----------------   ------------------


Total current liabilities                                             62,148               53,993

Long-term debt, net of current portion                               274,827              273,329
Other non-current liabilities                                          6,071                6,381
Deferred income taxes                                                  3,968                4,016

                                                            -----------------   ------------------


Total liabilities                                                    347,014              337,719

Commitments and contingencies

Stockholder's Deficit

Common stock -- par value $.01 per share
1,000 shares authorized, issued and outstanding
at March 28, 2003 and December 31, 2002                                    -                     -
Additional paid in capital                                            162,041               162,041
Accumulated deficit                                                 (197,434)             (194,638)
Accumulated other comprehensive loss                                  (2,752)               (3,029)

                                                            -----------------   -------------------

Total stockholder's deficit                                          (38,145)              (35,626)

                                                            -----------------   -------------------

Total liabilities and stockholder's deficit                          $308,869              $302,093

                                                            =================   ===================
</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>

                Brown Jordan International, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)

<S>                                                            <C>                   <C>


                                                              For the Three Months Ended

                                                      -------------------------------------------

                                                           March 28,              March 29,
($000's)                                                      2003                   2002

                                                      ---------------------  --------------------



Net Sales                                              $   103,102            $   124,919
Cost of Sales                                               84,000                 97,894

                                                      ---------------------  --------------------

        Gross profit                                        19,102                 27,025

Selling, general and
    administrative expense                                  13,646                 13,413
Amortization                                                   702                    697

                                                      ---------------------  --------------------


        Operating income                                     4,754                 12,915

Interest expense                                             9,024                  8,172

                                                      ---------------------  --------------------



(Loss) income before provision for income taxes             (4,270)                 4,743
and cumulative effect of change in accounting
principle

(Benefit) provision for income taxes                        (1,474)                 1,867

                                                      ---------------------  --------------------


(Loss) income before cumulative effect of change            (2,796)                 2,876
in accounting principle

Cumulative effect of change in accounting                      -                 (201,247)
principle, net of tax

                                                      ---------------------  --------------------


Net loss                                               $    (2,796)           $  (198,371)

                                                      =====================  ====================

</TABLE>


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


<PAGE>
<TABLE>
<CAPTION>



                                BROWN JORDAN INTERNATIONAL, INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (unaudited)

<S>                                                                          <C>                    <C>
                                                                                 Three Months Ended

                                                                   ---------------------------------------------
                                                                   ---------------------------------------------

($000's)                                                                   March 28,              March 29,
                                                                             2003                   2002
                                                                   ---------------------   ---------------------
                                                                   ---------------------   ---------------------

Cash flows from operating activities:
Net loss                                                                      $ (2,796)              $(198,371)
Adjustments to reconcile net loss to net
cash used in operating activities:
   Cumulative effect of change in accounting
   principle, net of tax                                                              -                 201,247
   Depreciation and amortization                                                  2,166                   2,142
   Provision for (reduction of)allowance for doubtful accounts                       81                   (149)
   Provision for excess
   and obsolete inventory                                                           236                     443
   Loss on sale of assets                                                           177                       -
Changes in operating assets and liabilities:
   Accounts receivable                                                         (14,905)                (10,342)
   Refundable income taxes                                                        4,012                       -
   Inventories                                                                  (2,544)                 (2,337)
   Prepaid expenses and other current assets                                        266                     301
   Other assets                                                                   (214)                     202
   Accounts payable                                                              10,911                   5,995
   Accrued interest                                                                 404                 (3,289)
   Other accrued liabilities                                                    (3,636)                   2,556
   Deferred income taxes                                                          (233)                       -


                                                                   ---------------------------------------------
                                                                   ---------------------------------------------

Net cash used in operating activities                                           (6,075)                 (1,602)

Cash flows from investing activities:
Capital expenditures                                                              (386)                   (869)
Cash proceeds from sale of property, plant and equipment                            931                     102


                                                                   ---------------------------------------------
                                                                   ---------------------------------------------

Net cash provided by (used in) investing activities                                 545                   (767)

Cash flows from financing activities:
Net borrowings under revolving credit agreements                                  3,875                   4,001
Payments on long-term debt                                                      (1,875)                       -


                                                                   ---------------------------------------------
                                                                   ---------------------------------------------

Net cash provided by financing activites                                          2,000                   4,001

Net (decrease) increase in cash and cash equivalents                            (3,530)                   1,632

Cash and cash equivalents at beginning of period                                  7,927                   5,107


                                                                   ---------------------------------------------
                                                                   ---------------------------------------------

Cash and cash equivalents at end of period                                      $ 4,397                 $ 6,739

                                                                   =============================================
                                                                   =============================================

</TABLE>




                                                        Three Months Ended
                                             -----------------------------------
                                                      March 28,       March 29,
($000's)                                                 2003            2002

                                                    -------------   ------------

Supplemental Disclosures:

    Cash paid for interest                            $ 7,667           $ 10,397
    Cash paid for income taxes                          3,962                261







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


<PAGE>





               BROWN JORDAN INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 28, 2003


1.       NAME CHANGE, BUSINESS AND ORGANIZATION

NAME CHANGE

On April 23, 2002,  the Board of Directors  voted to change the name of WinsLoew
Furniture,  Inc. ("WinsLoew") to Brown Jordan International,  Inc. ("BJI" or the
"Company").


BJI is a wholly-owned  subsidiary of a new holding company called WLFI Holdings,
Inc. ("Holdings"), a Florida corporation.

Affiliates of Trivest Partners,  L. P. ("Trivest") are majority  shareholders of
Holdings.  Trivest,  Holdings and the Company have certain common  shareholders,
officers and directors.



BUSINESS


BJI  is  comprised  of  companies   engaged  in  the  design,   manufacture  and
distribution of casual,  contract and hospitality and ready-to-assemble  ("RTA")
furniture  to the retail and  contract  channel.  BJI's  furniture  products are
distributed primarily through independent  manufacturer's  representatives,  and
are constructed of extruded and tubular  aluminum,  wrought iron, cast aluminum,
woven  materials and teak.  These  products are  distributed  through fine patio
stores,  department  stores,  national  accounts and full line furniture  stores
nationwide. Our site amenity products are constructed of expanded mesh and sheet
steel and  marketed  through  representatives  and catalog  distribution.  BJI's
contract and hospitality  seating products are distributed  through the contract
channel  to  a  customer  base,  which  includes   architectural  design  firms,
restaurant and  hospitality  chains.  BJI's RTA products  include  promotionally
priced coffee and end tables, wall units and rolling carts.  Distribution of RTA
furniture products is through the retail channel to national  accounts,  catalog
wholesalers and specialty retailers.



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION


The accompanying  unaudited  consolidated  financial  statements of Brown Jordan
International,  Inc. and subsidiaries are for interim periods and do not include
all disclosures provided in the annual consolidated financial statements.  These
unaudited  consolidated  financial statements should be read in conjunction with
the annual consolidated  financial statements and notes thereto contained in the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 2002, as
filed with the Securities and Exchange Commission.

All material  intercompany  balances and transactions have been eliminated.  The
preparation  of  the  consolidated  financial  statements  requires  the  use of
estimates  in the  amounts  reported.  Actual  results  may  differ  from  those
estimates.

In the opinion of the Company, the accompanying unaudited consolidated financial
statements  contain all  adjustments  (which are of a normal  recurring  nature)
necessary for a fair  presentation of the results for the interim  periods.  The
results of operations are presented for the Company's  first  quarter,  which is
from January 1, 2003 through March 28, 2003.  The results of operations for this
period are not necessarily indicative of the results to be expected for the full
year.


GOODWILL

Under the purchase method of accounting for  acquisitions,  goodwill  represents
the excess of the purchase price over the fair value of the net assets acquired.
Goodwill  is  capitalized  and through  December  31,  2001 was  amortized  on a
straight-line basis over its estimated useful life which was 40 years. Effective
with the  Company's  adoption of  Statement of  Financial  Accounting  Standards
("SFAS") No. 142,  "Goodwill and Other Intangible  Assets",  on January 1, 2002,
goodwill is no longer subject to amortization.  Instead,  goodwill is subject to
an annual  assessment  for  impairment  in value by applying a fair-value  based
test.

Any impairment loss for goodwill  arising from the initial  adoption of SFAS No.
142 is reported as change in accounting  principle.  During the fourth  quarter,
the  Company  completed  its  Step 2  assessment  of  goodwill  and  recorded  a
transition  impairment  adjustment of $201.2 million, net of tax. The impairment
has  been  accounted  for as a  cumulative  effect  of a  change  in  accounting
principle and has been recorded effective January 1, 2002.


RECLASSIFICATION

Certain  prior period  balances have been  reclassified  to conform with current
period presentation.





STOCK OPTIONS

As permitted by Statement of Financial  Accounting  Standards No.123 (SFAS 123),
the Company has elected to follow  Accounting  Principles  Board Opinion No. 25,
"Accounting For Stock Issued to Employees" and its interpretations in accounting
for its stock options and other stock-based employee  compensation awards. Under
provisions of APB No.25, no  compensation  expense has been recognized for stock
option  grants as the  exercise  prices are at or greater than the fair value of
shares at the date of the grant. Pro forma  information  regarding net income as
calculated under the fair value provisions of SFAS 123 is as follows:


<TABLE>
<CAPTION>

            <S>                                                        <C>                 <C>

                                                                        Three Months Ended
                                                              ----------------------------------------

          ($000's)                                               March 28, 2003       March 29, 2002

                                                               -----------------   -------------------


          Net loss as reported                                        $(2,796)            $(198,371)
          Pro forma stock based compensation expense, net
          of tax                                                            37                    37

                                                               -----------------   -------------------
          Pro forma net loss                                          $(2,833)            $(198,408)

                                                               =================   ===================


          Expected dividend yield                                      zero                   zero
          Expected stock price volatility                               25%                     25%
          Risk-free interest rate                                     5.00%                   4.68%
          Expected life of options in years                              10                      10

</TABLE>



<PAGE>


On December  31,  2002,  FASB issued SFAS No. 148,  Accounting  for  Stock-Based
Compensation - Transition and Disclosure ("Statement 148"). Statement 148 amends
SFAS No. 123,  Accounting for  Stock-Based  Compensation  ("Statement  123"), to
provide  alternative  methods of transition to Statement 123's fair value method
of accounting for stock-based employee  compensation.  Statement 148 also amends
the  disclosure  provisions of Statement  123 and  Accounting  Principles  Board
Opinion No. 28,  "Interim  Financial  Reporting," to require  disclosures in the
summary  of  significant  accounting  policies  of the  effects  of an  entity's
accounting policy with respect to stock-based employee  compensation on reported
net income and  earnings per share in annual and interim  financial  statements.
Statement 148 does not amend  Statement 123 to require  companies to account for
employee  stock  options using the fair value  method.  The Company  adopted the
disclosure provisions required in Statement 148.

3.  Inventories

Inventories consisted of the following:

($000's))
                          March 28,    December 31,
                            2003           2002

                         ----------    ------------

Raw materials            $25,836         $21,497
Work in process            1,380           2,667
Finished Goods             3,330           4,074

                         -------         -------
                         $30,546         $28,238
                         =======         =======



4. Operating Segments

The Company has two segments  organized and managed based on the market  channel
into which the Company's products are sold.

The Company evaluates performance and allocates resources based on gross profit.
The accounting  policies for each segment are consistent with those set forth in
the Company's  Annual Report on Form 10-K for the year ended  December 31, 2002.
There are no  intersegment  sales or transfers.  The Company has no  significant
export revenues.

<TABLE>
<CAPTION>

<S>                                                              <C>                    <C>


                                                                  Three Months Ended
                                                    -------------------------------------------------

                                                           March 28,                March 29
($000's)                                                     2003                     2002
                                                    ------------------------ ------------------------

Net sales:

Retail channel                                       $      79,591            $     103,017

Contract channel                                            23,511                   21,902
                                                    ------------------------ ------------------------
Total net sales                                      $     103,102            $     124,919
                                                    ======================== ========================


Gross profit:

Retail channel                                       $      12,647            $      20,053

Contract channel                                             6,455                    6,972
                                                    ------------------------ ------------------------
Total gross profit                                   $      19,102            $      27,025
                                                ======================== ========================


Depreciation and amortization:

Retail channel                                       $         125            $         137

Contract channel                                               249                      251

Shared                                                       1,792                    1,754
                                                    ------------------------ ------------------------
Total depreciation and amortization                  $       2,166            $       2,142
                                                    ======================== ========================

Expenditures for long lived assets:

Retail channel                                       $          16            $          34

Contract channel                                                90                       10

Shared                                                         280                      825
                                                ------------------------ ------------------------
Total expenditures for long lived assets             $         386            $         869
                                                    ======================== ========================

Segment assets:

Retail Channel                                       $      49,583            $      63,488

Contract Channel                                            36,487                   35,880

Shared                                                     222,799                  239,556
                                                     ----------------------- -----------------------
Total consolidated assets                            $     308,869                  338,924
                                                     ======================= =======================



</TABLE>

5. DERIVATIVES

On January 1, 2001 the Company adopted SFAS No. 133,  "Accounting For Derivative
Instruments and Hedging Activities," as amended by SFAS No. 137 and No. 138.

The Company enters into short term currency forward  contracts to hedge currency
exposures  associated with the purchase of certain raw materials and the funding
of foreign  operations.  At March 28,  2003,  there  were no  forward  contracts
outstanding.

On August 6, 2001 the Company  entered into an interest  rate swap  agreement to
fix the interest  rate on $100 million  principal  amount of variable  rate debt
outstanding under the Senior Credit Facility. The interest rate swap is designed
to fix the adjusted LIBOR  interest rate at 5.09% on $100 million  through March
31, 2004 and on $80 million from March 31, 2004 to March 31, 2005.

As of March 28, 2003,  the fair value of the swap was recorded as a liability of
$6,071,000 with an offsetting entry to other comprehensive loss, net of taxes of
$2,752,000.  The portion of  ineffectiveness  of the hedge, as determined by the
change in variable  cash flows of the  interest  rate swap to the Senior  Credit
Facility, has been expensed in interest expense.

From the period of January 1, 2003  through  March 28, 2003,  the 3-month  LIBOR
interest rate  decreased  approximately  9.5 basis  points.  While the Company's
interest on LIBOR-based  borrowing  decreased during this period, the fair value
of the interest rate swap decreased  also.  Future  movements in interest rates,
particularly the 3-month LIBOR rate, will  correspondingly  impact the Company's
cash interest expense and the fair value of the swap.

6. Long Term-Debt

Senior Credit Facility

In connection  with the acquisition of the entity formerly known as Brown Jordan
International,   the  Company   entered  into  a  new  senior  credit   facility
("Facility")  provided by a syndicate of financial  institutions.  The facility,
which matures in March 2006,  provides for borrowings of up to $215 million,  is
collateralized  by substantially all of the assets of the Company and is secured
by a pledge of the capital stock of all the Company's domestic subsidiaries. The
facility  consists of a revolving  line of credit  ("Revolver")  (maximum of $50
million) and a term loan  (aggregate of $165  million).  The  revolving  line of
credit allows the Company to borrow funds up to a certain percentage of eligible
inventories and accounts  receivable.  The Term Loan has an applicable  interest
rate at March 28, 2003 of 7.0% and a maturity date of March 31, 2006.

The facility contains customary  covenants and restrictions on the Company's and
its  subsidiaries'  ability  to  issue  additional  debt or  engage  in  certain
activities and includes customary events of default.  In addition,  the facility
specifies that the Company must meet or exceed defined fixed charge and interest
coverage ratios and must not exceed defined leverage ratios.


As of  December  31,  2002  the Company  was not in compliance  with the Maximum
Consolidated Total and Senior Leverage Ratios and the Interest Coverage Ratio as
defined in the Senior  Credit  Facility.  The lender's  agent and the  requisite
lenders waived these violations of covenants  pursuant to the terms contained in
the Second  Amendment  to the  Credit  Agreement  and  Limited  Waiver  ("Second
Amendment").  The  Second  Amendment,  dated  March 19,  2003,  changed  certain
covenant  requirements,  established the applicable LIBOR margin at 5.0% for the
term debt and 4.5% for the revolver  debt,  until the later of March 31, 2004 or
the delivery of the audited 2003  financial  statements.  The  revolving  credit
portion of the facility  was also  reduced from $60 million to $50 million.  The
Company was in compliance  with all covenants set forth in the Second  Amendment
as of March 28, 2003.

Under  a  Guaranty  Agreement  between   the  senior  bank  group  and  Trivest,
Trivest  agreed  to  guarantee  fund  the  Company  up to $13.4  million  of the
Company's obligations to pay interest on the subordinated  indebtedness,  in the
event that the Company does not make its  subordinated  debt interest payment or
is not in  compliance  with the fixed  charge  covenant as defined in the Second
Amendment.  The Second  Amendment  allowed the Company to become  liable for its
obligations   under  the   Trivest   Reimbursement   Agreement   pursuant  to  a
subordination  agreement  between Trivest and the senior bank group. The Trivest
Reimbursement Agreement obligates the Company to reimburse Trivest for any funds
paid by it  pursuant  to the  Guaranty  agreement  between  Trivest and the bank
group.

Senior Subordinated Notes and Warrants

In  2001  the  Company   issued  105,000  units  consisting   of  $105   million
aggregate  principal amount at maturity of 12.75% senior  subordinated notes due
2007  ("Notes")  and warrants to purchase an  aggregate of 24,129  shares of its
capital stock.

During  the  three  months  ended March 28, 2003,  the  Indenture was amended to
allow for the  indebtedness  of the Company that is  structurally  senior to the
Notes to be issued to Trivest  should the  Guaranty be called upon by either the
senior bank group or voluntarily  called by Trivest to avoid a default under the
Senior Credit Facility.

7. Statement of Comprehensive Loss


The components of other comprehensive loss
and total comprehensive loss
for the three months ended March 28, 2003
and March 29, 2002 are as follows:


($000's)                                     Three Months Ended
                                        March 28,            March 29,
                                          2003                 2002
                                 --------------------------------------

Net loss                                 $(2,796)           $(198,371)
Change in fair value
of interest rate swap,
net of taxes                                  277                (592)

                                 --------------------------------------

Comprehensive loss                       $(2,519)           $(198,963)
                                 ======================================



Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

On  April  23,  2002,  the  Board  of  Directors  voted  to  change  the name of
WinsLoew Furniture, Inc. ("WinsLoew") to Brown Jordan International, Inc. ("BJI"
or the "Company").


GENERAL

BJI  is  comprised  of  companies  engaged   in  the  design,  manufacture   and
distribution of casual,  contract and hospitality and ready-to-assemble  ("RTA")
furniture  to the retail and  contract  channel.  BJI's  furniture  products are
distributed primarily through independent  manufacturer's  representatives,  and
are constructed of extruded and tubular  aluminum,  wrought iron, cast aluminum,
woven  materials and teak.  These  products are  distributed  through fine patio
stores,  department  stores,  national  accounts and full line furniture  stores
nationwide. Our site amenity products are constructed of expanded mesh and sheet
steel and  marketed  through  representatives  and catalog  distribution.  BJI's
contract and hospitality  seating products are distributed  through the contract
channel  to  a  customer  base,  which  includes   architectural  design  firms,
restaurant and  hospitality  chains.  BJI's RTA products  include  promotionally
priced coffee and end tables, wall units and rolling carts.  Distribution of RTA
furniture products is through the retail channel to national  accounts,  catalog
wholesalers and specialty retailers.

RESULTS OF OPERATIONS

The  following  table  sets  forth net sales,  gross profit  and gross margin as
a percent of net sales for the three  months  ended March 28, 2003 and March 29,
2002 for  each of the  Company's  market  channels  (in  thousands,  except  for
percentages):

<TABLE>
<CAPTION>

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

                                                                    Three Months Ended
                                             March 28, 2003                                   March 29, 2002


                             -------------------------------------------------------------------------------------------------
                              Net Sales       Gross Profit    Gross Margin     Net Sales       Gross Profit    Gross Margin
                             -------------------------------------------------------------------------------------------------

Retail Channel                $ 79,591          $12,647                15.9%   $103,017          $20,053                19.5%

Contract Channel                23,511            6,455                27.5%     21,902            6,972                31.8%
                             ----------------- ---------------- ------------- ----------------- ---------------- -------------
                              $103,102          $19,102                18.5%   $124,919          $27,025                21.6%

</TABLE>

See Note 4  to Consolidated Financial Statements for more information concerning
the Company's segments.

The  following table  sets  forth certain  information relating to the Company's
operations expressed as a percentage of the Company's net sales.

                                                  Three Months Ended

                                   ---------------------------------------------


                                        March 28, 2003            March 29, 2002

                                   ---------------------  ----------------------


Gross profit                                    18.5%                     21.6%

Selling, general and
administrative expense                          13.2%                     10.7%

Amortization                                     0.7%                      0.6%

Operating income                                 4.6%                     10.3%

Interest expense                                 8.8%                      6.5%

(Benefit) provision for
income taxes                                   (1.4%)                      1.5%

Cumulative effect of change
in accounting principle                          0.0%                    161.1%

Net loss                                       (2.7%)                  (158.8%)



COMPARISON OF THREE MONTHS ENDED MARCH 28, 2003 AND MARCH 29, 2002

Net Sales.  Consolidated   net  sales  decreased  $21.8  million or 17.5% in the
first quarter of 2003, or 17.5% to $103.1 million  compared to $124.9 million in
for the same period of 2002.  Net sales in the retail  channel  decreased  $23.4
million or 22.7%,  while sales in the contract channel increased $1.6 million or
7.3% as compared to the same period of 2002.  Retail channel sales  decreased in
the first  quarter of 2003  compared  to the same  period of 2002 as a result of
lower  shipments to national  accounts in the first quarter due to the timing of
the shipments.  Shipments to specialty accounts were lower due to concerns about
dealer  inventory  levels and concerns of the  impending war in the Middle East.
Order levels in excess of industry averages lead an increased opening backlog in
2003 as compared to 2002,  resulting  in  increased  shipments  during the first
quarter of 2003 as compared to the same period of 2002.

Gross Profit.  Gross  profit  decreased  $7.9  million  in  the first quarter of
2003 or 29.3% to $19.1 million compared to $27.0 million in the first quarter of
2002. The overall  decrease in gross margin  experienced in the first quarter of
2003 was primarily due to lower sales volume as discussed above. In addition the
retail  channel  gross  profit  was down as a  percent  of net  sales  due to an
unfavorable product mix sold to national account customers,  overall lower sales
volume resulting in fixed costs accounting for a greater percentage of net sales
and to a lesser extent an unfavorable  product mix to specialty  customers.  The
contract  channel  experienced a decrease in gross margin as a percentage of net
sales  primarily  due to fixed  manufacturing  costs  accounting  for a  greater
percentage  of net sales due to lower sales volume as  discussed  above and to a
lesser extent an unfavorable product mix.

Selling,  General   and   Administrative   Expenses.    Selling,   general   and
administrative expenses increased $0.2 million or 1.7% from $13.4 million in the
first quarter of 2002 to $13.6 million in 2003 primarily due to increased  legal
and professional  services  expenses along with a loss incurred with the sale of
certain assets, partially offset by a decrease in compensation expense.

Amortization.  Amortization expense of $0.7 million in the first quarter of 2003
relating to the  amortization of certain  intangible  assets was consistent with
the same period for the prior year.

Operating Income.  As a  result  of the  above, operating  income decreased from
$12.9 million  in the first quarter of 2002 (10.3% of net sales) to $4.8 million
(4.6% of net sales) in the same period of 2003.

Interest Expense. Interest expense increased $.9 million in the first quarter of
2003 to $9.0 million from $8.2 million in the same period of 2002, primarily due
to an increase in interest rate margins  under the terms of the Company's Senior
Credit Facility as a result of the Company  not being in compliance with certain
financial covenants at December 31, 2002  (see Note 6 of the accompanying Notes
to Consolidated  Financial Statements).  This increase  in interest  expense was
partially offset by a lower outstanding debt balance.

(Benefit)Provision for Income Taxes. The effective tax rate in the first quarter
of 2003 was a benefit of 37.2%  compared to a  tax expense of 39.4% for the same
period of the prior year and is  greater than the  federal statutory rate due to
the effect of state income taxes.

Cumulative  effect  of  change  in  accounting principle.  As of January 1, 2002
the Company  implemented the provisions of SFAS No. 142. The Company  recorded a
cumulative effect of change in accounting principle to reflect the impairment of
goodwill of $201.2 million,  net of tax. This adjustment was recorded  effective
January 1, 2002.


SEASONALITY AND QUARTERLY INFORMATION

Sales  of  retail  specialty  products  are  typically   higher  in  the  second
quarter of each year as a result of high  retail  demand  for  casual  furniture
preceding the summer months.  Sales of retail specialty products are also higher
in the fourth quarter as a result of the Company's  merchandising  programs with
its dealers.  Sales of casual products to national  account are typically higher
in the fourth and first quarters as the national  accounts  warehouse product in
preparation  for the spring season.  Weather  conditions  during the peak retail
selling  season  and the  resulting  impact on  consumer  purchases  of  outdoor
furniture products can also affect sales of our casual products.

LIQUIDITY AND CAPITAL RESOURCES

The   Company's   short-term  cash  needs  are  primarily   for debt service and
working capital,  including accounts receivable and inventory requirements.  The
Company has historically  financed its short-term liquidity needs with cash flow
generated from operations and revolving line of credit borrowings.  At March 28,
2003,  the Company  had $74.6  million of working  capital and $10.1  million of
unused and available funds under its revolving credit facility.

Cash  Flows  from Operating  Activities. During  the  first quarter of 2003, net
cash used in operations was $6.1 million,  compared to $1.6 million for the same
period of 2002.  The increase in cash used in operations in the first quarter of
2003 as compared to the same period of the prior year  relates  primarily  to an
increase  in  accounts  receivable  associated  with  longer  dating on  certain
shipments  and  payment of  accrued  expenses  partially  offset by a refund for
income taxes and an increase in accounts payable.

Cash  Flows  from Investing Activities.  During  the  first  quarter of 2003 the
Company  spent $0.4  million on capital  expenditures  and sold  several  assets
resulting in $0.5 million generated by investing activities. This is compared to
the  first  quarter  of 2002,  which  included  $0.9  million  spent on  capital
expenditures and $0.1 million  generated by the sale of certain assets resulting
in $0.8 million used in investing activities.

Cash  Flows  from   Financing  Activities.  Net  cash  provided   by   financing
activities  during the first  quarter of 2003 was $2.0  million  compared to net
cash  provided by  financing  activities  of $4.0 million for the same period of
2002.  During the first  quarter of 2003 the Company  made  scheduled  term loan
principal  payments  of $1.9  million  and  borrowed  $3.9  million  against the
revolving line of credit, resulting in net borrowings of $2.0 million.

During  the  first quarter  of 2003, our  senior credit  facility consisted of a
$165.0 million term loan of which $144.4  million was  outstanding on January 1,
2003.  During the quarter,  principal  payments  totaling $2.7 million were made
against  the term loan  leaving  an  outstanding  balance  on the loan of $141.7
million as of March 28, 2003. During the first quarter of 2003 our senior credit
facility also included,  a $50.0 million  revolving  credit  facility,  of which
$34.4 million was borrowed and $5.5 million was allocated to existing letters of
credit  outstanding  at March 28,  2003.  As of March 31,  2003,  we had undrawn
availability  based on a  borrowing  base  formula  under the  revolving  credit
facility of approximately $10.1 million.

The s enior  credit  facility  also  requires   the  Company  to enter i  nto an
interest  rate swap  agreement  to fix the  interest  rate on a  portion  of the
Company's  variable  rate  debt.  (See  Note  5 to  the  Consolidated  Financial
Statements).

We  have  significant   amounts  of  debt  requiring  interest   and   principal
repayments.  The  senior  subordinated  notes  (See  Note 6 to the  Consolidated
Financial  Statements) require semi-annual  interest payments and will mature in
August 2007.  Borrowings under the senior credit facility also require quarterly
interest payments.

Our  other  liquidity  needs  relate  to  working capital, capital  expenditures
and  potential  acquisitions.  We intend to fund our  working  capital,  capital
expenditures  and debt service  requirements  through cash flow  generated  from
operations and borrowings under our senior credit facility.

We  believe  that  existing  sources  of  liquidity  and  funds  expected to  be
generated from  operations  will provide  adequate cash to fund our  anticipated
working capital needs.  Significant  expansion of our business or the completion
of any material  strategic  acquisitions may require  additional funds which, to
the extent not provided by  internally  generated  sources,  could require us to
seek access to debt or equity markets.

Operating   cash  flows  are  closely  correlated   to demand for the  Company's
products.  A decrease  in demand for the  Company's  products  would  impact the
availability  of  these  internally  generated  funds.  Further,  the  Company's
revolving line of credit is contingent upon the Company  maintaining  particular
debt  covenants.  Failure  to comply  with  these  covenants  would  impact  the
availability of funds on the revolving credit line.

Our   anticipated   capital  needs  through  2003 will consist  primarily of the
following:

    interest payments due on the notes and interest and principal due under
    our senior credit facility,

    increases in working capital driven by the growth of our business, and

    the financing of capital expenditures.

Aggregate  capital  expenditures  are budgeted  at  approximately   $2.0 million
in 2003.  To the  extent  available,  funds  will be used to reduce  outstanding
borrowings under our senior credit facility.

As  of  December 31, 2002  the  Company was not in compliance  with  the Maximum
Consolidated Total and Senior Leverage Covenant Ratios and the Interest Coverage
Covenant Ratio as defined in the Senior Credit Facility.  The lender's agent and
the requisite lenders waived these violations of covenants pursuant to the terms
contained in the Second  Amendment to the Credit  Agreement  and Limited  Waiver
("Second  Amendment").  The Second  Amendment,  dated  March 19,  2003,  changed
certain covenant  requirements,  established the applicable LIBOR margin at 5.0%
for the term debt and 4.5% for the revolver  debt,  until the later of March 31,
2004 or the delivery of the audited 2003  financials  statements.  The revolving
credit portion of the facility was also reduced from $60 million to $50 million.
As of March 28, 2003 the Company was in compliance with all debt covenants.

Under  a  Guaranty  between  the senior bank  group and Trivest,  Trivest agreed
to guarantee up to $13.4 million of the Company's obligations to pay interest on
the subordinated indebtedness. The Reimbursement Agreement obligates the Company
to reimburse Trivest for any funds paid by it pursuant to the Guaranty.  Under a
Guaranty Agreement between the senior bank group and Trivest,  Trivest agreed to
fund the  Company up to $13.4  million in the event that the  Company  failed to
make its  subordinated  debt interest  payment or was not in compliance with the
fixed charge covenant in the Second Amendment.  The Second Amendment allowed the
Company to become  liable for its  obligations  under the Trivest  Reimbursement
Agreement  pursuant to a subordination  agreement between Trivest and the senior
bank  group.  The  Trivest  Reimbursement  Agreement  obligates  the  Company to
reimburse  Trivest for any funds paid by it pursuant to the  Guaranty  Agreement
between Trivest and the bank group.

RELATED PARTY TRANSACTIONS

In  October  1994,  the  Company  entered   into  a  ten-year   agreement   (the
"Investment  Services  Agreement")  with  Trivest.  Pursuant  to the  Investment
Services  Agreement,  Trivest provides corporate finance,  financial  relations,
strategic and capital planning and other management  advice to the Company.  The
annual base compensation  under the Investment  Services  Agreement is $750,000.
Pursuant to the Second  Amendment to the Senior Credit Facility the Company will
continue to expense the  management  fee of $750,000 but is restricted to paying
only  $350,000  during the period  of the Second  Amendment.   The  Company paid
$193,000 to Trivest associated with this during the quarter ended
March 28, 2003.


FOREIGN EXCHANGE FLUCTUATIONS AND EFFECTS OF INFLATION

BJI   purchases   some  raw   materials  from   several  Italian  suppliers.  In
addition,  the Company funds some expenses for its Juarez,  Mexico manufacturing
facility.  These transactions  expose the Company to the effects of fluctuations
in the value of the U.S.  dollar  versus the Euro and Mexican  Peso. If the U.S.
dollar declines in value versus these foreign  currencies,  the Company will pay
more in U.S. dollars for these transactions. To reduce its exposure to loss from
such potential  foreign  exchange  fluctuations,  the Company will  occasionally
enter into foreign exchange forward contracts. These contracts allow the Company
to buy Euros and  Mexican  Pesos at a  predetermined  exchange  rate and thereby
transfer the risk of  subsequent  exchange rate  fluctuations  to a third party.
During the quarter  ended March 28, 2003 the Company did not enter into  foreign
exchange forward contracts and there were no contracts  outstanding at March 28,
2003. The Company does not speculate in foreign currency.

Inflation  has  not  had a  significant  impact  on us  in the past three years,
and  management  does not expect  inflation to have a significant  impact in the
foreseeable future.

CRITICAL ACCOUNTING POLICIES

General

Management's  discussion  and  analysis  of  its financial condition and results
of operations are based upon the Company's  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States.  The  preparation of these  financial  statements
requires the Company to make  estimates and  judgments  that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent  assets and liabilities.  On an on going basis, the Company evaluates
its  estimates,  including  those related to customer  programs and  incentives,
product  returns,  bad debts,  inventories,  intangible  assets,  income  taxes,
warranty  obligations,  pensions and contingencies  and litigation.  The Company
bases its estimates on historical  experience  and on various other  assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

The Company believes the following critical  accounting policies affect its more
significant judgments and estimates used in  the preparation of its consolidated
financial statements.

Allowance for Doubtful Accounts

The  Company   maintains  allowances for doubtful  accounts for estimated losses
resulting from the inability of its customers to make required payments.  If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make  payments,  additional  allowances may be
required.  The Company  performs  periodic credit  evaluations of its customers'
financial  condition  and  determines  if  collateral is needed on a customer by
customer basis.

Warranty Reserve

The  Company   provides for  the  estimated  cost of  product  warranties at the
time  revenue is  recognized.  While the  Company  engages  in  product  quality
programs and processes, including actively monitoring and evaluating the quality
of its component  suppliers,  the Company's  warranty  obligation is affected by
product  failure rates,  material  usage and service  delivery costs incurred in
correcting a product  failure.  Should actual product  failure  rates,  material
usage or service delivery costs differ from the Company's  estimates,  revisions
to the estimated warranty liability would be required.

Inventory

The  Company   writes  down  its  inventory   for  estimated   obsolescence   or
unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market
conditions.  If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required.

Goodwill

Under   the   purchase   method   of  accounting   for  acquisitions,   goodwill
represents  the  excess of the  purchase  price  over the fair  value of the net
assets  acquired.  Goodwill is  capitalized  and through  December  31, 2001 was
amortized on a straight-line  basis over its estimated  useful life which was 40
years.  Effective  with the  Company's  adoption of SFAS No. 142,  "Goodwill and
Other Intangible  Assets", on January 1, 2002, good will is no longer subject to
amortization.   Instead,  goodwill  is  subject  to  an  annual  assessment  for
impairment in value by applying a fair-value based test.

Impairment  loss  for  goodwill  arising  from  the initial adoption of SFAS No.
142 is to be reported as resulting from a change in accounting principle. During
the fourth  quarter the Company  completed its Step 2 assessment of goodwill and
has recorded an SFAS No. 142  transition  impairment of $201.2  million,  net of
tax. The impairment has been accounted for as a cumulative effect of a change in
accounting principle and has been recorded effective January 1, 2002.

Trademarks

Trademarks  represent  the   estimated   fair   value  of   trade  name  related
intangible  assets  acquired in connection with certain  business  acquisitions.
Trademarks are indefinite  lived  intangible  assets and therefore are not being
amortized. Such assets are tested annually for impairment.

Customer relationships

Customer  relationships   represent   the   estimated   fair  value of  customer
related   intangible   assets  acquired  in  connection  with  certain  business
acquisitions.  Customer  relationships  are being amortized over their estimated
useful  life of 10 years.  Accumulated  amortization  as of March  28,  2003 and
amortization  expense for the quarter then ended is $4.7  million and  $615,000,
respectively.

Derivatives

The  Company  utilizes  an  interest  rate swap to hedge the variability of cash
flow to be paid  related  to a  portion  of its  recognized  variable-rate  debt
liability.  The  effectiveness  of the interest rate swap hedge  relationship is
assessed by utilizing  the  "variable  cash flows  method".  Changes in the fair
value of a derivative  that is designated and qualifies as a cash flow hedge, to
the extent that the hedge is  ineffective,  are recorded in other  comprehensive
income, until earnings are affected by the variability of the hedged cash flows.
Cash flow hedge ineffectiveness is recorded in interest expense.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

On  January  1, 2002,  the  Company  adopted   SFAS 144,  "Accounting   for  the
Impairment or Disposal of  Long-Lived  Assets."  SFAS 144  supersedes  SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of," and the accounting and reporting  provisions of APB Opinion No.
30, "Reporting the Results of Operations-Reporting  the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and Transactions," for the disposal of a segment of a business.  SFAS 144
provides more guidance on estimating cash flows when performing a recoverability
test, requires that a long-lived asset or asset group, principally consisting of
property,  plant and  equipment,  to be  disposed  of other than by sale  (e.g.,
abandoned) be  classified  as "held and used" until it is disposed of,  requires
revision of the  depreciable  life of a  long-lived  asset to be  abandoned  and
establishes  more  restrictive  criteria  to classify an asset or asset group as
"held for sale." The adoption of this  Statement did not have a material  impact
on the Company's financial position or results of operations.

In  April  2002, the  FASB  issued  SFAS No. 145, "Rescission of FASB Statements
No.  4,  44  and  64,   Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections",  which, among other things, rescinded SFAS No. 4, "Reporting Gains
and Losses from Extinguishment of Debt".  Previously under SFAS No. 4, all gains
and losses from  extinguishments  of debt were required to be aggregated and, if
material,  classified as an extraordinary  item in the statements of operations.
SFAS No. 145  requires  that gains and losses  from  extinguishments  of debt be
classified as extraordinary  items only if they meet the criteria in APB No. 30,
"Reporting  the  Results of  Operations-Reporting  the  Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions".  Any gains or losses on  extinguishment  of debt that
were presented as extraordinary  items in prior periods but which do not qualify
for  classification  as an  extraordinary  item  under  APB  No.  30,  are to be
reclassified.  Companies  are  required  to adopt SFAS No.  145 in fiscal  years
beginning  after May 15, 2002.  The Company  early  adopted the  provisions  and
reclassified   previously   recorded  loss  from  extinguishment  of  debt  from
extraordinary loss to interest expense for the year ended December 31, 2001.

In  July  2002, FASB  issued  SFAS  No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities,"  which  addresses  financial  accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
EITF No. 94-3, "Liability  Recognition for Certain Employee Termination Benefits
and Other  Costs to Exit an  Activity  Including  Certain  Costs  Incurred  in a
Restructuring"  (EITF 94-3). The principal  difference  between SFAS No. 146 and
EITF 94-3 relates to SFAS No. 146's  requirements for recognition of a liability
for a cost associated with an exit or disposal  activity.  SFAS No. 146 requires
that a liability  for a cost  associated  with an exit or  disposal  activity be
recognized  when the liability is incurred.  Under EITF 94-3, a liability for an
exit cost was recognized at the date of an entity's  commitment to an exit plan.
A fundamental  conclusion  reached by FASB in this statement is that an entity's
commitment  to a plan, by itself,  does not create an obligation  that meets the
definition of a liability.  Therefore,  this statement eliminates the definition
and requirements for recognition of exit costs in EITF 94-3. This statement also
establishes  that fair value is the  objective  for initial  measurement  of the
liability.  The  effective  date of the new  statement is January 1, 2003,  with
earlier  adoption  encouraged.  Adoption of this  statement  did not  materially
impact the Company's financial position or results of operations.

On  December  31, 2002, FASB issued  SFAS  No. 148,  Accounting  for Stock-Based
Compensation - Transition and Disclosure ("Statement 148"). Statement 148 amends
SFAS No. 123,  Accounting for  Stock-Based  Compensation  ("Statement  123"), to
provide  alternative  methods of transition to Statement 123's fair value method
of accounting for stock-based employee  compensation.  Statement 148 also amends
the  disclosure  provisions of Statement  123 and  Accounting  Principles  Board
Opinion No. 28,  "Interim  Financial  Reporting," to require  disclosures in the
summary  of  significant  accounting  policies  of the  effects  of an  entity's
accounting policy with respect to stock-based employee  compensation on reported
net income and  earnings per share in annual and interim  financial  statements.
Statement 148 does not amend  Statement 123 to require  companies to account for
employee  stock  options using the fair value  method.  The Company  adopted the
disclosure provisions required in Statement 148.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This  filing  contains  certain  forward-looking  statements about our financial
condition,  results of operations and business within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934.  You can find many of these  statements  by looking for words like "will,"
"should," "believes," "expects,"  "anticipates,"  "estimates," "intends," "may,"
"pro   forma,"  or  similar   expressions   used  in  this   prospectus.   These
forward-looking statements are subject to assumptions,  risks and uncertainties,
including those relating to the following:

    o  our level of leverage;

    o  our ability to meet our debt service obligations;

    o  the subordination of the registered notes to our senior indebtedness,
       which is secured by substantially all of our assets;

    o  the restrictions imposed upon us by our indenture and our senior credit
       facility;

    o  our ability to identify suitable acquisition opportunities and to
       finance, complete and integrate acquisitions;

    o  the competitive and cyclical nature of the furniture manufacturing
       industry; and

    o  general domestic and global economic conditions.

Because these   statements  are  subject  to  risks and   uncertainties,  actual
results  may  differ   materially   from  those  expressed  or  implied  by  the
forward-looking  statements.  You are cautioned  not to place undue  reliance on
these statements, which speak only as of the date of this filing.

We  do  not  undertake any responsibility  to  release publicly any revisions to
these  forward-looking  statements to take into account events or  circumstances
that occur after the date of this filing. Additionally,  we do not undertake any
responsibility to update you on the occurrence of any unanticipated events which
may cause  actual  results  to differ  from  those  expressed  or implied by the
forward-looking statements contained in this filing.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
         RISK

The   information  required  by  this  item   is  contained   in   "Management's
Discussion and Analysis of Financial Condition and Results of Operations," under
the heading "Foreign Exchange Fluctuations and Effects of Inflation".

ITEM 4. CONTROLS AND PROCEDURES

As  of  April 30, 2003  an  evaluation was performed   under the supervision and
with the participation of our management,  including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our  disclosures  controls  and  procedures.   Based  on  the  evaluation,   our
management,  including the Chief Executive Officer and Chief Financial  Officer,
believes that our disclosure  controls and procedures are adequately designed to
ensure that the information  that we are required to disclose in this report has
been  accumulated  and  communicated  to our  management,  including  our  Chief
Financial Officer and Chief Executive Officer,  as appropriate,  to allow timely
decisions regarding such required disclosures.

There  have  been  no  significant changes in  our internal controls or in other
factors that could  significantly  affect internal controls  subsequent to April
30, 2003.





<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1.     Legal Proceedings

From  time  to  time,  we are  subject  to legal  proceedings  and other  claims
arising in the ordinary course of our business.  We maintain  insurance coverage
against potential claims in an amount that we believe to be adequate. We are not
presently a party to any litigation,  the outcome of which would have a material
adverse effect on our business,  financial condition,  and results of operations
or future prospects.



Item 2.  Submission of Matters to a Vote of Security Holders

(a)      None



<PAGE>


Item. 3                          SIGNATURES

Pursuant to the requirements of the Company's Senior Subordinated Debenture, the
Registrant  has  duly  caused this report to  be signed  on  its behalf  by  the
undersigned the reunto duly authorized.




                                BROWN JORDAN INTERNATIONAL,INC


                                     By:/s/ Bruce Albertson
                                     ----------------------
   May 12, 2003                          Bruce Albertson
                                         President and Chief Executive Officer


   May 12, 2003                         By:/s/ Vincent A.Tortorici, Jr.
                                        ----------------------------
                                         Vincent A. Tortorici, Jr.
                                         Chief Financial Officer






<PAGE>


CERTIFICATIONS

I, Bruce R. Albertson, President and Chief Executive Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Brown Jordan
     International, Inc.;

2.   Based on my knowledge, this quarterly 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 quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly 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
     quarterly 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 we 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 quarterly 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
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly 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 the registrant's board of directors (or persons performing the
     equivalent functions):

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
     quarterly report whether or not 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.




                                        By:/s/  Bruce R. Albertson
   May 12, 2003                          Bruce R. Albertson
                                         President and Chief Executive Officer




<PAGE>

CERTIFICATIONS

I, Vincent A. Tortorici, Jr., Chief Financial Officer, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Brown
      Jordan International, Inc.;

2.    Based on my knowledge, this quarterly 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
      quarterly report;

3.    Based on my knowledge, the financial statements, and other
      financial information included in this quarterly 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
      quarterly 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 we 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 quarterly 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 quarterly report (the "Evaluation
      Date"); and

c)    presented in this quarterly 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 the
      registrant's board of directors (or persons performing the
      equivalent functions):

d)    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

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

The registrant's other certifying officers and I have indicated in this
quarterly report whether or not 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.





   May 12, 2003                         By:/s/  Vincent A. Tortorici, Jr.
                                        ----------------------------------
                                         Vincent A. Tortorici, Jr.
                                         Chief Financial Officer





<PAGE>



                CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with  the  Quarterly Report  of Brown Jordan International, Inc.
(the  "Company")  on Form 10-Q for the period ended March 28, 2003 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Bruce R.  Albertson,  President  and Chief  Executive  Officer  of the  Company,
certify,  pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002:


(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and


(2) The  information  contained  in  the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.




                                        By:/s/  Bruce R. Albertson
                                        ---------------------------
   May 12, 2003                          Bruce R. Albertson
                                         President and Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C Sec
1350 and is not being filed as part of the Report or as a separate disclosure
document.




<PAGE>




               CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Brown Jordan International, Inc. (the
"Company") on Form  10-Q for the period  ended March  28, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Vincent
A. Tortorici, Jr., Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002:


(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and


(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



   May 12, 2003                         By:/s/  Vincent A. Tortorici, Jr.
                                        ----------------------------------
                                         Vincent A. Tortorici, Jr.
                                         Chief Financial Officer


The foregoing certification is being furnished solely pursuant to 18 U.S.C Sec
1350 and is not being filed as part of the Report or as a separate disclosure
document.