TABLE OF CONTENTS




|         |                                                                                                |  |  |  |  |  |  | 
|-------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  
|         | Item 1. Business.                                                                             
|         | Item 2. Properties.                                                                           
|         | Item 3. Legal Proceedings.                                                                    
|         | Item 4. Submission of Matters to a Vote of Security Holders.                                  
|PART II 
|         | Item 5. Market for the Registrants Common Equity and Related Shareholders Matters.          
|         | Item 6. Selected Financial Data.                                                              
|         | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|         | Item 7A. Quantitative and Qualitative Disclosure about Market Risk                            
|         | Item 8. Financial Statements and Supplementary Data.                                          
|         | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 
|PART III
|         | Item 10. Directors and Executive Officers of the Registrant.                                  
|         | Item 11. Executive Compensation.                                                              
|         | Item 12. Security Ownership of Certain Beneficial Owners and Management.                      
|         | Item 13. Certain Relationships and Related Transactions.                                      
|PART IV 
|         | Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.                    



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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

|          |  |                                                                    
|--------- |  | -------------------------------------------------------------------
|Form 10-K |  | Commission File No. 000-26991                                      
|         
|         
|         
|         
|          |  | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES    
|         
|         
|         
|         
|X         |  | EXCHANGE ACT OF 1934 (Fee Required)                                
|         
|         
|         
|         
|          |  | For the fiscal year ended December 31, 1999                        
|         
|         
|         
|         
|          |  | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
|         
|         
|         
|         
|[_]       |  | EXCHANGE ACT OF 1934 (No Fee Required)                             
|         
|         
|         
|         
|          |  | For the transition period from ______________ to ________________  

Anthony & Sylvan Pools Corporation

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|                         |  |                    
|------------------------ |  | -------------------
|Ohio                     |  | 31-1522456         
|                         |  |                    
|(State of Incorporation) |  | (I.R.S. Employer   
|                        
|                        
|                        
|                        
|                         |  | Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|6690 Beta Drive, Mayfield Village, Ohio  |  | 44143     
|                                         |  |           
|(Address of Principal Executive Offices) |  | (Zip Code)

Registrants telephone number, including area code (440) 720-3301



Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

|                    |  |                                                
|------------------- |  | -----------------------------------------------
|Title of Each Class |  | Name of Each Exchange on which Registered      
|                    |  |                                                
|Common Shares, No   |  | The Companys common stock trades on the Nasdaq
|                   
|                   
|                   
|                   
|Par Value.          |  | SmallCap Stock Market under the symbol: SWIM   

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, during the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days. YesX No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]

The aggregate market value of the Registrants Common Shares held by
non-affiliates of the Registrant on March 24, 2000 was $7,283,654

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

|                            |  |                              
|--------------------------- |  | -----------------------------
|Class                       |  | Outstanding at March 24, 2000
|                            |  |                              
|Common Shares, no par value |  | 2,652,539 Shares             

|                                                                  
|------------------------------------------------------------------
|Portions of the following documents are incorporated by reference:

|    |  |                                                   |  |         
|--- |  | ------------------------------------------------- |  | --------
|(1) |  | 1999 Annual Report to Shareholders                |  | Part II 
|   
|(2) |  | Definitive Proxy Statement for the Annual Meeting
|   
|   
|   
|   
|    |  | of Shareholders to be held May 2, 2000            |  | Part III





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##### Table of Contents



ANTHONY AND SYLVAN POOLS CORPORATION
1999 FORM 10-K ANNUAL REPORT

Table of Contents

|         |    |                                                                                       |  |   
|-------- | -- | ------------------------------------------------------------------------------------- |  | --
|         |    | Begins                                                                               
|
|PART I   | On
|         |    | Page                                                                                 
|         |    |                                                                                      
|         |    |                                                                                      
|Item 1.  |    | Business                                                                              |  | 3 
|        
|        
|        
|        
|Item 2.  |    | Properties                                                                            |  | 5 
|        
|        
|        
|        
|Item 3.  |    | Legal Proceedings                                                                     |  | 5 
|        
|        
|        
|        
|Item 4.  |    | Submission of Matters to a Vote of Security Holders                                   |  | 5 
|        
|        
|        
|        
|PART II 
|        
|        
|        
|        
|Item 5.  |    | Market for the Registrants Common Equity and Related Shareholders Matters           |  | 6 
|        
|        
|        
|        
|Item 6.  |    | Selected Financial Data                                                               |  | 6 
|        
|        
|        
|        
|Item 7.  |    | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 6 
|        
|        
|        
|        
|Item 8.  |    | Financial Statements and Supplementary Data                                           |  | 7 
|        
|        
|        
|        
|Item 9.  |    | Disagreements on Accounting and Financial Disclosure                                  |  | 7 
|        
|        
|        
|        
|PART III
|        
|        
|        
|        
|Item 10. |    | Directors and Executive Officers of the Registrant                                    |  | 8 
|        
|        
|        
|        
|Item 11. |    | Executive Compensation                                                                |  | 9 
|        
|        
|        
|        
|Item 12. |    | Security Ownership of Certain Beneficial Owners and                                  
|        
|        
|        
|        
|         |    | Management                                                                            |  | 9 
|        
|        
|        
|        
|Item 13. |    | Certain Relationships and Related Transactions                                        |  | 9 
|        
|        
|        
|        
|PART IV 
|        
|        
|        
|        
|Item 14. |    | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       |  | 10

2



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##### Table of Contents






PART I




Item 1. Business.

(a) General development of business.

Anthony and Sylvan Pools Corporation (The Company) was formed in 1997 to
acquire the assets and business of a predecessor corporation. That predecessor
corporation was the successor to the pool installation businesses of
Pennsylvania-based Sylvan Pools and California-based Anthony Pools. Sylvan
Pools was founded by Herman Silverman in 1946 and grew to become the leading
pool installer in the Northeast, with operations stretching out to the
Southeast, Texas and Nevada. Anthony Pools was founded by Phil Anthony in 1947
and eventually established itself as one of the largest pool companies in the
United States. In 1996, the parent Company of Sylvan Pools purchased Anthony
Pools and combined the two businesses under the name Anthony & Sylvan.
Anthony & Sylvan has built over 300,000 pools in its history.

The Company is among the largest installers of residential in-ground
concrete swimming pools in the United States with a network of 44 sales offices
serving 26 geographic markets in 16 states. The majority of the Companys pools
range in price from $15,000 to $40,000. Historically, its sales have been
seasonally strongest in the second and third quarters and weakest in the first
and fourth quarters. The Company built approximately 6,000 pools (using on an
equivalent completed unit basis) in 1999. In addition to installing
residential pools, the Company:

|  |  |                                                                                                                        
|- |  | -----------------------------------------------------------------------------------------------------------------------
| |  | Provides pool renovation services in selected markets; and                                                             
| 
| 
| 
| 
| |  | Operates 18 retail locations that sell chemicals,
replacement parts, accessories, equipment and inflatables; and       
| 
| 
| 
| 
| |  | Operates a field service operation that offers
post-installation services such as pool openings and weekly
maintenance.

(b) Swimming Pool Sales and Installation Industry.

The Company estimates that the installation of residential in-ground
swimming pools is a $3.5 billion per year industry in the United States.
According to the National Spa & Pool Institute, the number of residential
in-ground pools installed annually in the United States has grown from 121,000
in 1994 to 172,000 in 1998. In each of these years, the percentage of
residential in-ground swimming pools installed using formative structures made
of concrete, vinyl liners and pre-molded fiberglass has remained fairly
consistent and in 1998 represented 68.8%, 28.8% and 2.6%, respectively, of
total residential in-ground swimming pools installed. While other sectors of
the residential in-ground swimming pool business, such as manufacturing,
distribution and retailing of pool products and equipment, have undergone
significant consolidation in recent years, the sales and installation industry
has remained highly fragmented.

(c) Sales and Marketing

The Company sells its products to a large number of customers, primarily
residential homeowners. A dedicated sales force of approximately 170 employees
who have responsibility for developing and maintaining customer relationships
conducts its principal sales activities. Sales visits are conducted in the
customers home or at an Anthony & Sylvan sales office near the customers
home. The introduction of the laptop computer as a selling tool in recent years
has significantly enhanced the quality and professionalism of the Companys
sales presentations and reinforced its image as an expert installer. As a
service to its customers, the Company maintains relationships with lenders that
provide financing to its customers.

3



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##### Table of Contents



The Company does most of its advertising in local newspapers and Yellow
Pages. It also advertises, to a lesser extent, through radio, television,
billboards and direct mail and has attracted buyers as a result of referrals
from previous customers and realtors, among others. The Company also operates
an Internet site  WWW.Anthony-Sylvan.com.

(d) Competition

The Company faces competition primarily from regional and local
installers. The Company believes that there are a small number of swimming pool
companies that compete with Anthony & Sylvan on a national basis. Barriers to
entry in the swimming pool sales and installation industry are relatively low.

The Company believes that the principal competitive factors in the pool
installation business are the quality and level of customer service, product
pricing, breadth and quality of products offered, ability to procure labor and
materials on a market by market basis from local and regional sources,
financial integrity and stability, and consistency of business relationships
with customers. The Company believes it compares favorably with respect to each
of these factors.

(e) Principal Suppliers and Subcontractors

The Company regularly evaluates supplier relationships and considers
alternate sourcing as appropriate to assure competitive costs and quality
standards. The Company currently does not have long-term contracts with its
suppliers. It also believes there are currently a number of other suppliers of
that equipment on comparable terms.

The Company utilizes both company employees as well as subcontractors to
install pools; however, the majority of its installation labor base consists of
subcontractors. The Companys personnel act as field supervisors to oversee all
aspects of the installation process and as schedulers to coordinate the
activities of the subcontractors and communicate with the customer.

(f) Backlog

As of December 31, 1999, the Company had approximately $28,000,000 of
contracts for swimming pool installations that had not been started and
$16,700,000 of remaining revenue to be recognized on contracts currently under
installation. The Company believes based on past experience that the December
31, 1999 backlog will be completed in 2000.

(g) Employees

At February 29, 2000, the Company employed approximately 634 persons, on a
full-time basis of which approximately 100 were management personnel. During
the peak swimming pool sales and installation season the Company will employ
additional operations personnel who will primarily be involved in the
installation of swimming pools.

4



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##### Table of Contents



No employees are covered by collective bargaining agreements and the
Company believes it has satisfactory relations with its employees.




Item 2. Properties.

The Company currently operates 44 sales offices and 18 retail stores. In
addition it has a number of warehouses at which it stores inventory used in
pool installations. Its executive offices are located in Mayfield Village,
Ohio. The Company believes that no single property is material to its
operations and that alternate sites are presently available at market rates.




Item 3. Legal Proceedings.

From time to time, the Company is involved in litigation and proceedings
arising in the ordinary course of business. Although the outcome of litigation
and claims is uncertain, the Company does not believe that there are any
pending proceedings which could be expected to have a material adverse effect
on the Companys financial condition, results of operations or cash flows.




Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the year
covered by this report.

5



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##### Table of Contents






PART II




Item 5. Market for the Registrants Common Equity and Related Shareholders Matters.

The Companys Common Shares are listed on the NASDAQ SmallCap Stock Market
under the symbol SWIM. At March 24, 2000 2,648,311 outstanding common shares
were held by 236 shareholders of record. There were no cash dividends declared
or paid for the year ended December 31, 1999, as the Companys policy is to
retain earnings and cash for future expansion of the business. For information
on the market price range see page 22 of Anthony & Sylvan Pools 1999 Annual
Report to Shareholders incorporated herein by reference to Exhibit 13 of this
filing [1999 Annual Report to Shareholders].




Item 6. Selected Financial Data.

Information with respect to selected financial data for each of the last five
fiscal years contained on page 22 of Anthony & Sylvan Pools 1999 Annual Report
to Shareholders is incorporated herein by reference to Exhibit 13 of this
filing [1999 Annual Report to Shareholders].




Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.

The Managements Discussion and Analysis of Financial Condition and Results of
Operations contained on pages 19 through 21 of Anthony & Sylvan Pools 1999
Annual Report to Shareholders is incorporated herein by reference to Exhibit 13
of this filing [1999 Annual Report to Shareholders].




Item 7A. Quantitative and Qualitative Disclosure about Market Risk

The Company is exposed to various market risks, including changes in pricing of
raw materials and sourced components and interest rates. Market risk is the
potential loss arising from adverse changes in market rates and prices, such as
commodity prices and interest rates. The Company does not enter into financial
instruments to manage and reduce the impact of some of these risks. Further,
the Company does not enter into derivatives or other financial instruments for
trading or speculative purposes.

The Company is exposed to cash flow and fair value risk arising out of changes
in interest rates with respect to its long-term debt. Information with respect
to the Companys principal cash flows and its weighted average interest rates
on long-term debt at December 31, 1999 is included in Note 6 of the
Consolidated Financial Statements on page 15 of Anthony & Sylvan Pools 1999
Annual Report to Shareholders incorporated herein by reference to Exhibit 13 of
this filing [1999 Annual Report to Shareholders].

6



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##### Table of Contents






Item 8. Financial Statements and Supplementary Data.

The consolidated financial statements and accompanying notes of Anthony &
Sylvan Pools contained on pages 9 through 17, inclusive, of Anthony & Sylvan
Pools 1999 Annual Report to Shareholders, together with the report of
Independent Public Accountants relating thereto contained on page 18 thereof,
and the unaudited quarterly financial data under the heading Quarterly
Financial Information on page 22 of such Annual Report, are incorporated
herein by reference to Exhibit 13 of this filing [1999 Annual Report to
Shareholders].




Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

7



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##### Table of Contents






PART III




Item 10. Directors and Executive Officers of the Registrant.



| |                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Identification of Directors                                                                                                                                                                                                                                                                                                                                                      
|
| | The identity of directors including age, business experience,
positions held and other relevant information is contained in the
Companys Proxy Statement dated March 31, 2000; (filed with the
Commission pursuant to Regulation 14A) under the headings DIRECTORS,
on pages 2-3 and DIRECTORS COMMITTEES, MEETINGS AND FEES on pages
3-4 is incorporated herein by this reference.
|
| | (b) Identification of Executive Officers                                                                                                                                                                                                                                                                                                                                             
|
| | The persons named below are the executive officers of the Company at
the date hereof.                                                                                                                                                                                                                                                                                                

|                   |  |     |  |                                                     
|------------------ |  | --- |  | ----------------------------------------------------
|Name               |  | Age |  | Position                                            
|                  
|                  
|                  
|                  
|Stuart D. Neidus   |  | 49  |  | Chairman and Chief Executive
Officer, Director      
|                  
|                  
|                  
|                  
|Howard P. Wertman  |  | 55  |  | President                                           
|                  
|                  
|                  
|                  
|Richard M. Kelso   |  | 51  |  | Executive Vice President
and Chief Operating Officer
|                  
|                  
|                  
|                  
|William J. Evanson |  | 49  |  | Executive Vice President
and Chief Financial Officer
|                  
|                  
|                  
|                  
|Martin J. Degnan   |  | 54  |  | Vice President, Secretary and General Counsel       

Stuart D. Neidus has served as Chairman of the Board of Directors and
Chief Executive Officer of the Company since September 1998. He served as
Chief Financial Officer of the Company from September 1998 through April 1999.
Mr. Neidus also served as Executive Vice President and Chief Financial Officer
of Essef Corporation from September 1996 to August 1999. Prior to that, from
1992 to 1996 Mr. Neidus served with Premier Farnell plc, successor to Premier
Industrial Corporation, most recently as Executive Vice President. Prior to
joining Premier Farnell plc, Mr. Neidus spent 19 years as an independent public
accountant with KPMG LLP, including eight years as a partner.

Howard P. Wertman has served as President of Anthony & Sylvan Pools since
October 1995. He previously served as Divisional Vice President of Sylvan Pools
from 1990 to 1995. Mr. Wertmans career in the swimming pool industry began in
1973, and since then he has served in various management positions with both
Anthony Pools and Sylvan Pools.

Richard M. Kelso has served as Executive Vice President and Chief
Operating Officer of Anthony & Sylvan Pools since 1996. His experience in the
pool industry includes service as Vice President of Anthony Pools from 1989 to
1996. Prior to that, Mr. Kelso was the General Manager of the Washington, D.C.
division of Anthony Pools. His career includes 24 years of pool service, all in
management positions with Anthony Pools.

8



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##### Table of Contents



William J. Evanson joined Anthony & Sylvan as Executive Vice President and
Chief Financial Officer on March 20, 2000. From 1978 to 2000, Mr. Evanson
served with Premier Farnell plc, successor to Premier Industrial Corporation,
most recently as Vice President  North America Finance. Since Mr. Evanson
joined the Company after the end of the fiscal year, Martin A. Iles has acted
as Interim Principal Financial Officer.

Martin J. Degnan has served as Vice President, Secretary and General
Counsel of Anthony & Sylvan Pools since October, 1999. Prior to joining the
Company Mr. Degnan served with Rubbermaid, Inc. for over 20 years most recently
as Vice President and Associate General Counsel.




Item 11. Executive Compensation.

Information relating to compensation of executive officers and directors is
contained in the Companys Proxy Statement dated March 31, 2000 under the
headings DIRECTORS COMMITEES, MEETINGS AND FEES on pages 3-4, and EXECUTIVE
COMPENSATION on page 5, incorporated herein by this reference.




Item 12. Security Ownership of Certain Beneficial Owners and Management.

Information relating to security ownership of certain beneficial owners and
management is contained in the Companys Proxy Statement dated March 31, 2000
under the heading BENEFICIAL OWNERSHIP OF SHARES appearing on pages 11-12,
incorporated herein by this reference.




Item 13. Certain Relationships and Related Transactions.

Information with respect to related transactions is included in the Companys
Proxy Statement dated March 31, 2000 under the headings REPORT OF COMPENSATION
COMMITTEE ON EXECUTIVE COMPENSATION on page 9 and BENEFICIAL OWNERSHIP OF
SHARES on pages 11-12, incorporated herein by this reference.

9



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##### Table of Contents






PART IV




Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Documents filed as part of this report:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (1) The following consolidated financial statements of Anthony &
Sylvan Pools Corporation and Subsidiary, together with the independent
auditors report relating thereto, contained on pages 9 through 18,
inclusive of Anthony & Sylvans 1999 Annual Report to its
shareholders, and the unaudited quarterly financial data set forth
under the heading Quarterly Financial Information on page 22 of such
Annual Report, are incorporated herein by reference to Exhibit 13 of
this filing [1999 Annual Report to Shareholders].



| |                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Consolidated Balance Sheets at December 31, 1999 and 1998                                                                                                             
|
| | Consolidated Statements of Operations for the years ended
December 31, 1999 and 1998 and the eight months ended December
31, 1997 and four months ended April 30, 1997
|
| | Consolidated Statements of Shareholders Equity for the years
ended December 31, 1999 and 1998 and the eight months ended
December 31, 1997                           
|
| | Consolidated Statement of Cash Flows for the years ended December
31, 1999 and 1998 and the eight months ended December 31, 1997
and four months ended April 30, 1997 
|
| | Notes to Consolidated Financial Statements                                                                                                                            
|
| | Report of Independent Public Accountants                                                                                                                              
|
| | Quarterly Financial Information (unaudited)                                                                                                                           



| |                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) All financial statement schedules are omitted because they are not
required, not applicable, or the information is given in the consolidated
financial statements or the notes thereto.

10



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| |                                                                
| | ---------------------------------------------------------------
| | (3) Exhibits Required to be Filed by Item 601 of Regulation S-K

|                  |  |                                                                                                                                                                                                                                               
|----------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Current Form 10-K |  | Document/Data                                                                                                                                                                                                                                 
|                 
|                 
|                 
|                 
|Exhibit Number    |  | Required                                                                                                                                                                                                                                      
|                 
|3.1               |  | Form of Amended and Restated Articles of Incorporation of
Anthony & Sylvan Pools (Reference is made to Exhibit 3.1 to the
report on form 10-Q for the quarter ended June 30, 1999, herein
incorporated by reference)                          
|                 
|3.2               |  | Form of Amended and Restated Regulations of Anthony & Sylvan
Pools (Reference is made to Exhibit 3.4 to the report on Form S-4
filed with the Securities and Exchange Commission June 23, 1999,
herein incorporated by reference)             
|                 
|4.1               |  | See exhibit 3.1 and 3.2 for provisions of the Articles of
Incorporation and Regulations of Anthony & Sylvan Pools defining the
rights of holders of Anthony & Sylvan common shares.                                                           
|                 
|10.1              |  | 1999 Long-Term Incentive Plan. (Reference is made to Exhibit
10.1 to the report on Form S-4 filed with the Securities and Exchange
Commission June 23, 1999, herein incorporated by reference).                                               
|                 
|10.2              |  | Anthony & Sylvan Pools 1999 Leveraged Stock Purchase Plan dated
December 28, 1999.                                                                                                                                                            
|                 
|10.3              |  | Employment Agreement  Stuart D. Neidus, Chairman and Chief
Executive Officer. (Reference is made to Exhibit 10.2 to the report
on Form S-4 filed with the Securities and Exchange Commission June
23, 1999, herein incorporated by reference)
|                 
|10.4              |  | Employment Agreement  Howard P. Wertman, President. (Reference
is made to Exhibit 10.3 to the report on Form S-4 filed with the
Securities and Exchange Commission June 23, 1999, herein incorporated
by reference)                          
|                 
|10.4              |  | Employment Agreement  Richard M. Kelso, Executive Vice
President. (Reference is made to Exhibit 10.4 to the report on Form
S-4 filed with the Securities and Exchange Commission June 23, 1999,
herein incorporated by reference)            

11



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##### Table of Contents



|                  |  |                                                                                                                                                                                                                                                                                                                                       
|----------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Current Form 10-K |  | Document/Data                                                                                                                                                                                                                                                                                                                         
|                 
|                 
|                 
|                 
|Exhibit Number    |  | Required                                                                                                                                                                                                                                                                                                                              
|                 
|10.5              |  | Credit Agreement among Anthony & Sylvan Pools Corporation and
the Lending Institutions  National City Bank, Huntington National
Bank and Firstar Bank, N.A. dated July 8, 1999 (Reference is made to
Exhibit 10.10 to the report on form 10-Q for the quarter ended June
30, 1999, which exhibit is herein incorporated by reference)
|                 
|13                |  | 1999 Annual Report to Shareholders.                                                                                                                                                                                                                                                                                                   
|                 
|27.1              |  | Financial Data Schedule.                                                                                                                                                                                                                                                                                                              



| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | (b) The were no reports filed on Form 8-K during the last quarter of
fiscal year ended 1999.

12



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##### Table of Contents



SIGNATURES

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

| |  |                                    |                                     
| |  | ---------------------------------- | ------------------------------------
| |  | Anthony & Sylvan Pools Corporation
|
| |  | By                                 | STUART D. NEIDUS                    
|
|
|
|
| |  |                                    | Stuart D. Neidus                    
|
|
|
|
| |  |                                    | Chairman and Chief Executive Officer

March 24, 2000

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
Registrant and in the capacities and on the date indicated.

|                 |  |                                         
|---------------- |  | ----------------------------------------
|Signature        |  | Title                                   
|                
|STUART D. NEIDUS |  | Chairman, Chief Executive Officer       
|                
|                
|                
|                
|STUART D. NEIDUS |  | and Director                            
|                
|                
|                
|                
|                 |  | (Principal Executive Officer)           
|                
|MARTIN A. ILES   |  | Vice President, Treasurer and Controller
|                
|                
|                
|                
|Martin A. Iles   |  | (Principal Accounting Officer           
|                
|                
|                
|                
|                 |  | and Interim Principal Financial         
|                
|                
|                
|                
|                 |  | Officer)                                

13



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##### Table of Contents



|                     |  |         
|-------------------- |  | --------
|ROGER D. BLACKWELL   |  | Director
|                    
|                    
|                    
|                    
|Roger Blackwell     
|                    
|MARY ANN JORGENSON   |  | Director
|                    
|Mary Ann Jorgenson  
|                    
|THOMAS B. WALDIN     |  | Director
|                    
|                    
|                    
|                    
|Thomas B. Waldin    
|                    
|Date: March 24, 2000

14