---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934



for the fiscal year ended December 27, 2002



[    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934



Commission file number: 333-19495



RADNOR HOLDINGS CORPORATION

(Exact name of Registrant as specified in its charter)



|Delaware                                                                           |  | 23-2674715                             
|---------------------------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization)                     |  | (I.R.S. Employer Identification Number)
|                                                                                  
|Three Radnor Corporate Center, Suite 300
100 Matsonford Road, Radnor, Pennsylvania |  | 19087                                  
|(address of principal executive offices)                                           |  | (Zip Code)                             



Registrants telephone number, including area code: 610-341-9600



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



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



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



Yes [ X ]
             No [    ]



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).



Yes [    ]             No [ X
]



Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]



As of March 11, 2003 there
were 600 shares of the Registrants Voting Common Stock ($.10 par value), 245 shares of the Registrants Nonvoting Common Stock ($.10 par value) and 5,400 shares of the Registrants Class B Nonvoting Common Stock ($.01 par value)
outstanding. The aggregate market value of voting stock held by non-affiliates of the Registrant as of such date was $0.



---



---



EXPLANATORY NOTE:



This Amendment No. 1 to the Companys
Annual Report on Form 10-K for the year ended December 27, 2002 that was originally filed with the Securities and Exchange Commission on March 12, 2003 (the Original Filing) is being filed solely to amend and restate Item 15 to list as
exhibits two material contracts that were omitted from the Original Filing. One of those exhibits, which has not previously been filed, is being filed together with this Amendment No. 1.







1



---

PART IV



ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



(a)    Documents filed as part of this Annual Report



|1. |  | The consolidated financial statements of the Company and its subsidiaries are listed in Item 8.
|-- |  | -----------------------------------------------------------------------------------------------



|2. |  | Financial Statement SchedulesNone.
|-- |  | -----------------------------------



|3. |  | Exhibits:
|-- |  | ---------



|   
|---
|3.1
|   
|3.2
|   
|4.1
|   
|4.2
|   
|4.3
|   
|4.4
|   
|4.5
|   
|4.6



2



---

|4.7  |  | Sixth Supplemental Indenture, dated as of March 23, 1999 among Radnor Holdings Corporation, WinCup Holdings, Inc.,
Radnor Chemical Corporation, Radnor Delaware, Inc., Radnor Management, Inc., StyroChem U.S., Ltd., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C. and WinCup LP, L.C.C., Radnor Management Delaware, Inc., StyroChem
Delaware, Inc. and WinCup Europe Delaware and First Union National Bank (Incorporated by reference to Exhibit No. 4.7 filed with the Form 10-K for the year ended December 31, 1999 filed by Radnor Holdings Corporation)                                                
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|4.8  |  | Seventh Supplemental Indenture, dated as of January 29, 2002 among Radnor Holdings Corporation, WinCup Holdings, Inc.,
Radnor Chemical Corporation, Radnor Management, Inc., StyroChem U.S., Ltd., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C., WinCup LP, L.C.C., Radnor Management Delaware, Inc., StyroChem Delaware, Inc., WinCup
Europe Delaware, Inc., StyroChem Delaware, Inc., Radnor Delaware II, Inc., and First Union National Bank (Incorporated by reference to Exhibit 4.8 filed with the Form 10-K for the year ended December 28, 2001 filed by Radnor Holdings Corporation
(the 2001 10-K))
|    
|4.9  |  | Exchange and Registration Rights Agreement, dated as of December 5, 1996 among Radnor Holdings Corporation, WinCup
Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S., Ltd., StyroChem Canada, Ltd., Alex. Brown & Sons Incorporated and NatWest Capital Markets Limited (Incorporated by reference to Exhibit 4.2 filed with the Original
S-4)                                                                                                                                                                                                                                                                                            
|    
|4.10 |  | Indenture, dated as of October 15, 1997 among Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
Corporation, StyroChem U.S., Ltd., Radnor Management, Inc. and First Union National Bank, including form of Notes and Guarantees (Incorporated by reference to Exhibit 4.1 filed with Form S-4 Registration Statement, filed by Radnor Holdings
Corporation, WinCup Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S., Ltd., and Radnor Management, Inc., Commission File No. 333-42101 (the Series B S-4))                                                                                                           
|    
|4.11 |  | First Supplemental Indenture, dated as of February 9, 1998 among Radnor Holdings Corporation, WinCup Holdings, Inc.,
Radnor Chemical Corporation, StyroChem U.S., Ltd., Radnor Management, Inc., Radnor Delaware, Inc. and First Union National Bank (Incorporated by reference to Exhibit 4.7 filed with the Form 10-K for the year ended December 26, 1997 filed by Radnor
Holdings Corporation)                                                                                                                                                                                                                                                  
|    
|4.12 |  | Second Supplemental Indenture, dated as of January 21, 1999 among Radnor Holdings Corporation, WinCup Holdings, Inc.,
Radnor Chemical Corporation, Radnor Delaware, Inc., Radnor Management, Inc., StyroChem U.S., Ltd., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C. and WinCup LP, L.C.C. and First Union National Bank (Incorporated by
reference to Exhibit No. 4.10 filed with the Form 10-K for the year ended December 25, 1998 filed by Radnor Holdings Corporation)                                                                                                                                   
|    
|4.13 |  | Third Supplemental Indenture, dated as of March 23, 1999 among Radnor Holdings Corporation, WinCup Holdings, Inc.,
Radnor Chemical Corporation, Radnor Delaware, Inc., Radnor Management, Inc., StyroChem U.S., Ltd., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C. and WinCup LP, L.C.C., Radnor Management Delaware, Inc., StyroChem
Delaware, Inc. and WinCup Europe Delaware and First Union National Bank (Incorporated by reference to Exhibit No. 4.12 filed with the Form 10-K for the year ended December 31, 1999 filed by Radnor Holdings Corporation)                                               
|    
|4.14 |  | Fourth Supplemental Indenture, dated as of January 29, 2002 among Radnor Holdings Corporation, WinCup Holdings, Inc.,
Radnor Chemical Corporation, Radnor Management, Inc., StyroChem U.S., Ltd., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C., WinCup LP, L.C.C., Radnor Management Delaware, Inc., StyroChem Delaware, Inc., WinCup
Europe Delaware, Inc., StyroChem Europe Delaware, Inc., Radnor Delaware II, Inc., and First Union National Bank (Incorporated by reference to Exhibit 4.14 filed with the 2001 10-K)                                                                                     
|    
|4.15 |  | Exchange and Registration Rights Agreement, dated as of October 15, 1997 among Radnor Holdings Corporation, WinCup
Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S., Ltd., Radnor Management, Inc., Bear, Stearns & Co. Inc., NatWest Capital Markets Limited and BT Alex. Brown Incorporated (Incorporated by reference to Exhibit 4.2 filed with the Series
B S-4)                                                                                                                                                                                                                                                                     





3



---

| |  | *10.1    |  | Contract of Sale, dated as of December 5, 1996, among Chevron Chemical Company, Radnor Chemical Corporation, StyroChem
U.S., Ltd. and StyroChem Canada, Ltd. (Incorporated by reference to Exhibit No. 10.11 filed with Amendment No. 1 to the Original S-4)                                                                                                                                  
| |  | -------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | **10.2   |  | First Amendment to Styrene Monomer Contract of Sale, dated as of October 1, 1998, among Chevron Chemical Company LLC,
Radnor Chemical Corporation, StyroChem U.S., Ltd. and StyroChem Canada, Ltd. (Incorporated by reference to Exhibit No. 10.6 filed with the Form 10-K for the year ended December 25, 1998 filed by Radnor Holdings Corporation)                                         
|
| |  | **10.3   |  | Second Amendment to Styrene Monomer Contract of Sale, dated as of January 1, 2001, among Chevron Phillips Chemical
Company LP, Radnor Chemical Corporation, StyroChem U.S., Ltd., StyroChem Canada, Ltd. and WinCup Holdings, Inc. (Incorporated by reference to Exhibit No. 10.1 filed with the Form 10-Q for the quarterly period ended March 30, 2001 filed by Radnor
Holdings Corporation)
|
| |  | 10.4     |  | Amended Lease between Patricia M. Dunnell and James River Paper Company, Inc., dated September 29, 1989, as amended in
September, 1994, assigned to WinCup Holdings, Inc. (as successor in interest to WinCup Holdings, L.P.) on January 20, 1996 (Incorporated by reference to Exhibit No. 10.26 filed with Amendment No. 1 to the Original S-4)                                             
|
| |  | 10.5     |  | Warehouse Lease between Etzioni Partners and James River Corporation, dated February 13, 1992, as amended on April 13,
1992 and on December 9, 1992, assigned to WinCup Holdings, Inc. (as successor in interest to WinCup Holdings, L.P.) on January 20, 1996 (Incorporated by reference to Exhibit No. 10.27 filed with Amendment No. 1 to the Original
S-4)                                
|
| |  | 10.6     |  | Lease between Stone Mountain Industrial Park, Inc. and Scott Container Group, Inc., dated December 16, 1991, as amended
on February 28, 1994, assigned to WinCup Holdings on January 20, 1996 (Incorporated by reference to Exhibit No. 10.30 filed with Amendment No. 1 to the Original S-4)                                                                                                 
|
| |  | 10.7     |  | Plant Lease 195 Tamal Vista Boulevard, Corte Madera, California, between Hunt Brothers Leasing, L.L.C. and WinCup
Holdings, Inc. (as successor in interest to WinCup Holdings, L.P.), dated May 1, 1997 (Incorporated by reference to Exhibit 10.70 filed with the Series B S-4)                                                                                                              
|
| |  | 10.8     |  | Engineering Lease 201 Tamal Vista Boulevard, Corte Madera, California, between Hunt Brothers Leasing, L.L.C. and WinCup
Holdings, Inc. (as successor in interest to WinCup Holdings, L.P.), dated May 1, 1997 (Incorporated by reference to Exhibit 10.71 filed with the Series B S-4)                                                                                                        
|
| |  | 10.9     |  | Warehouse Lease 205 Tamal Vista Boulevard, Corte Madera, California, between Hunt Brothers Leasing, L.L.C. and WinCup
Holdings, Inc. (as successor in interest to WinCup Holdings, L.P.), dated May 1, 1997 (Incorporated by reference to Exhibit 10.72 filed with the Series B S-4)                                                                                                          
|
| |  | 10.10    |  | Standard Form Multi-Tenancy Industrial Lease between WinCup Holdings, Inc. and CK Airpark Associates, dated June 1, 1994,
assigned to WinCup Holdings, Inc. (as successor in interest to WinCup Holdings, L.P.) on January 20, 1996 (Incorporated by reference to Exhibit No. 10.32 filed with Amendment No. 1 to the Original S-4)                                                           
|
| |  | 10.11    |  | Industrial Building Lease between Centerpoint Properties Corporation and WinCup Holdings, Inc. (as successor in interest
to WinCup Holdings, L.P.) dated May 1996 (Incorporated by reference to Exhibit 10.33 filed with the Series B S-4)                                                                                                                                                    
|
| |  | 10.12    |  | Radnor Corporate Center Office Lease by and between Radnor Center Associates and WinCup Holdings, Inc. (as successor
in interest to WinCup Holdings, L.P.), dated May 31, 1996 (Incorporated by reference to Exhibit No. 10.34 filed with Amendment No. 1 to the Original S-4)                                                                                                                
|
| |  | ***10.13 |  | Executive Employment Agreement by and between Radnor Holdings Corporation and Richard Hunsinger, dated May 1, 1993, as
amended in October, 1995 (Incorporated by reference to Exhibit No. 10.38 filed with the Original S-4)                                                                                                                                                                  

|
|





4



---

|***10.14 |  | Radnor Holdings Corporation Equity Incentive Plan, dated April 24, 1992, as amended on November 1, 1993 (Incorporated
by reference to Exhibit No. 10.39 filed with Amendment No. 1 to the Original S-4)                                                                                                                                                                                                                                                                                              
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|***10.15 |  | Radnor Holdings Corporation Management Equity Participation Plan, dated March 10, 1993, as amended on November 1, 1993
(Incorporated by reference to Exhibit No. 10.40 filed with Amendment No. 1 to the OriginalS-4)                                                                                                                                                                                                                                                                                
|        
|10.16    |  | Fourth Amended and Restated Revolving Credit and Security Agreement dated as of December 26, 2001, among Radnor
Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S., Ltd., Radnor Delaware, Inc., StyroChem Delaware, Inc., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C., WinCup LP, L.L.C. and
PNC Bank, National Association (Incorporated by reference to Exhibit 10.19 filed with the 2001 10-K)                       
|        
|10.17    |  | First Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement dated as of February 4, 2002,
among Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S., Ltd., Radnor Delaware II, Inc., StyroChem Delaware, Inc., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C.,
WinCup LP, L.L.C. and PNC Bank, National Association (Incorporated by reference to Exhibit 10.20 filed with the 2001 10-K)  
|        
|10.18    |  | Letter of clarification dated March 21, 2002 among Radnor Holdings Corporation, WinCup Holdings, Inc., Radnor Chemical
Corporation, StyroChem U.S., Ltd., Radnor Delaware II, Inc., StyroChem Delaware, Inc., WinCup Texas, Ltd., StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C., WinCup LP, L.L.C. and PNC Bank, National Association (incorporated by reference
to Exhibit 10.18 filed with the Form 10-K for the Year Ended December 27, 2002 filed by Radnor Holdings Corporation)
|        
|10.19    |  | Amended, Restated and Consolidated Revolving Credit Note dated December 26, 2001, made by Radnor Holdings Corporation,
WinCup Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S., Ltd., Radnor Delaware, Inc., WinCup Texas, Ltd., StyroChem Delaware, Inc., StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C., and WinCup LP, L.L.C. in favor of PNC Bank,
National Association (Incorporated by reference to Exhibit 10.21 filed with the 2001 10-K)                          
|        
|10.20    |  | Amended and Restated Revolving Credit Note dated February 4, 2002, made by Radnor Holdings Corporation, WinCup
Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S., Ltd., Radnor Delaware II, Inc., WinCup Texas, Ltd., StyroChem Delaware, Inc., StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C., and WinCup LP, L.L.C. in favor of PNC Bank,
National Association (Incorporated by reference to Exhibit 10.22 filed with the 2001 10-K)                                      
|        
|10.21    |  | Amended and Restated Revolving Credit Note dated February 4, 2002, made by Radnor Holdings Corporation, WinCup
Holdings, Inc., Radnor Chemical Corporation, StyroChem U.S., Ltd., Radnor Delaware II, Inc., WinCup Texas, Ltd., StyroChem Delaware, Inc., StyroChem GP, L.L.C., StyroChem LP, L.L.C., WinCup GP, L.L.C., and WinCup LP, L.L.C. in favor of PNC Bank,
National Association (Incorporated by reference to Exhibit 10.23 filed with the 2001 10-K)                                      
|        
|10.22    |  | Trademark Collateral Security Agreement, dated December 5, 1996, between StyroChem U.S., Ltd. and The Bank of New York
Commercial Corporation (Incorporated by reference to Exhibit No. 10.44 filed with Amendment No. 1 to the Original S-4)                                                                                                                                                                                                                                                        
|        
|10.23    |  | Trademark Assignment of Security, dated December 5, 1996, between StyroChem U.S., Ltd. and The Bank of New York
Commercial Corporation (Incorporated by reference to Exhibit No. 10.45 filed with Amendment No. 1 to the Original S-4)                                                                                                                                                                                                                                                               
|        
|10.24    |  | Trademark Collateral Security Agreement, dated December 5, 1996, between WinCup Holdings, Inc. and The Bank of New
York Commercial Corporation (Incorporated by reference to Exhibit No. 10.46 filed with Amendment No. 1 to the Original S-4)                                                                                                                                                                                                                                                       
|        
|10.25    |  | Trademark Assignment of Security, dated December 5, 1996, between WinCup Holdings, Inc. and The Bank of New York
Commercial Corporation (Incorporated by reference to Exhibit No. 10.47 filed with Amendment No. 1 to the Original S-4)                                                                                                                                                                                                                                                              



5



---



|10.26    |  | Trademark Security Agreement, dated December 26, 2001, between Radnor Delaware, Inc. and PNC Bank, National
Association (Incorporated by reference to Exhibit 10.28 filed with the 2001 10-K)                                                                                                                                                                                   
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|10.27    |  | Patent Security Agreement, dated December 26, 2001, between StyroChem Delaware, Inc., and PNC Bank, National
Association (Incorporated by reference to Exhibit 10.29 filed with the 2001 10-K)                                                                                                                                                                                  
|        
|10.28    |  | Patent Security Agreement, dated December 26, 2001, between Radnor Delaware, Inc., and PNC Bank, National Association
(Incorporated by reference to Exhibit 10.30 filed with the 2001 10-K)                                                                                                                                                                                     
|        
|10.29    |  | Copyright Security Agreement, dated December 26, 2001, between Radnor Delaware, Inc., and PNC Bank, National
Association (Incorporated by reference to Exhibit 10.31 filed with the 2001 10-K)                                                                                                                                                                                  
|        
|10.30    |  | Assignment Agreement dated as of December 26, 2001, among Bank of America, N.A., First Union National Bank and PNC
Bank, National Association (Incorporated by reference to Exhibit 10.32 filed with the 2001 10-K)                                                                                                                                                             
|        
|10.31    |  | Amended and Restated Guaranty dated as of December 26, 2001, by Radnor Management Delaware, Inc. in favor of PNC Bank,
National Association (Incorporated by reference to Exhibit 10.33 filed with the 2001 10-K)                                                                                                                                                               
|        
|10.32    |  | Amended and Restated Guaranty dated as of December 26, 2001, by WinCup Europe Delaware, Inc. in favor of PNC Bank,
National Association (Incorporated by reference to Exhibit 10.34 filed with the 2001 10-K)                                                                                                                                                                   
|        
|10.33    |  | Joinder dated January 24, 2002 joining Radnor Delaware II, Inc. to the Fourth Amended and Restated Revolving Credit
and Security Agreement (Incorporated by reference to Exhibit 10.35 filed with the 2001 10-K)                                                                                                                                                                
|        
|10.34    |  | Commitment Transfer Supplement, dated as of February 4, 2002, among PNC Bank, National Association, Fleet Capital
Corporation, and PNC Bank, National Association, as agent for Lenders under the Fourth Amended and Restated Revolving Credit and Security Agreement. (Incorporated by reference to Exhibit 10.36 filed with the 2001 10-K)                                    
|        
|10.35    |  | Agreement Respecting a Term Loan and Other Credit Facilities, dated February 25, 1994, between Bank of Montreal and
StyroChem Canada, Ltd., as amended (Incorporated by reference to Exhibit No. 10.63 filed with Amendment No. 1 to the Original S-4)                                                                                                                          
|        
|10.36    |  | Letter of Undertaking, dated December 5, 1996, made by StyroChem Canada, Ltd. and Radnor Holdings Corporation in favor
of Bank of Montreal (Incorporated by reference to Exhibit No. 10.64 filed with the Original S-4)                                                                                                                                                         
|        
|10.37    |  | Guaranty, dated February 25, 1994, made by Radnor Chemical Corporation in favor of Bank of Montreal (Incorporated by
reference to Exhibit No. 10.65 filed with Amendment No. 1 to the Original S-4)                                                                                                                                                                             
|        
|***10.38 |  | Employment Agreement, dated April 5, 1996, between WinCup Holdings, Inc. and R. Radcliffe Hastings (Incorporated by
reference to Exhibit No. 10.66 filed with the Original S-4)                                                                                                                                                                                                 
|        
|10.39    |  | Neste Service Agreement by and between Neste Oy and StyroChem Finland Oy and Radnor Holdings Corporation dated as of
October 15, 1997 (Incorporated by reference to Exhibit 10.68 filed with the Series B S-4)                                                                                                                                                                  
|        
|10.40    |  | Land Lease Agreement by and between Neste Oy and StyroChem Finland Oy and Radnor Holdings Corporation dated as of
October 15, 1997 (Incorporated by reference to Exhibit 10.69 filed with the Series B S-4)                                                                                                                                                                     
|        
|10.41    |  | Lease and Cooperation Agreement between Suomen Polystyreeni Tehdas Oy/Finska Polystyren Fabriken Ab and Borough of
Kokemaki dated February 27, 1971, as amended by Subcontract dated October 13, 1976, Subcontract II dated February 26, 1981, Subcontract III dated August 13, 1985, Transfer of Lease Agreement between City of Kokemaki and Neste Oy dated December 29,
1987,



6



---



|          |  | Lease dated April 15, 1994 and Lease Agreement II dated September 26, 1996 (Incorporated by reference to Exhibit 10.75
filed with the Series B S-4)                                                                                                                                                                                                                    
|--------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.42     |  | Office Lease Agreement between Keharakenpajat Oy and Neste Oy Polystyreeni dated July 1, 1995 (Incorporated by
reference to Exhibit 10.77 filed with Amendment No. 1 to the Series B S-4)                                                                                                                                                                              
|*** 10.43 |  | Employment Agreement dated February 21, 1997 between Radnor Holdings Corporation and Caroline J. Williamson
(Incorporated by reference to Exhibit 10.81 filed with Amendment No. 1 to the Series B S-4)                                                                                                                                                                
|*** 10.44 |  | Radnor Holdings Corporation Key Executive Retirement Plan (Incorporated by reference to Exhibit No. filed with the
Form 10-K for the year ended December 25, 1998 filed by Radnor Holdings Corporation)                                                                                                                                                                
|*** 10.45 |  | Radnor Holdings Corporation Senior Executive Retirement Plan, amended as of September 1, 1999 (Incorporated by
reference to Exhibit 10.55 filed with Form 10-K for the year ended December 31, 1999 filed by Radnor Holdings Corporation)                                                                                                                              
|***10.46  |  | Letter Agreement dated as of December 10, 1998 between Radnor Holdings Corporation and Van D. Groenewold (Incorporated
by reference to Exhibit No. 10.52 filed with the Form 10-K for the year ended December 25, 1998 filed by Radnor Holdings Corporation)                                                                                                           
|+ 10.47   |  | Agreement of Sale dated as of January 1, 1998 by and between Lyondell Chemie Nederland, B.V., as assignee of Lyondell
Chemical Nederland, Ltd. (formerly known as ARCO Chemie Nederland, Ltd.) and StyroChem Finland Oy (incorporated by reference to Exhibit 10.49 filed with the Form 10-K for the Year Ended December 25, 1998 filed by Radnor Holdings
Corporation)
|++10.48   |  | Amendment dated November 8, 2002 by and between Lyondell Chemie Nederland, B.V. and StyroChem Finland
Oy                                                                                                                                                                                                                                                               
|21.1      |  | List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 filed with the Form 10-K for the
Year Ended December 27, 2002 filed by Radnor Holdings Corporation)                                                                                                                                                                                  
|99.1      |  | Statement of Chief Executive Officer Pursuant to Section 1350 of Title 18 of the United States Code (incorporated by
reference to Exhibit 99.1 filed with the Form 10-K for the Year Ended December 27, 2002 filed by Radnor Holdings Corporation)                                                                                                                     
|99.2      |  | Statement of Chief Financial Officer Pursuant to Section 1350 of Title 18 of the United States Code (incorporated by
reference to Exhibit 99.2 filed with the Form 10-K for the Year Ended December 27, 2002 filed by Radnor Holdings Corporation)                                                                                                                     
|*         |  | Portions of this Exhibit have been deleted pursuant to an Order Granting the Companys Application under
Securities Act and Rule 406 Promulgated Thereunder for Confidential Treatment.                                                                                                                                                                                
|**        |  | Portions of this Exhibit have been deleted pursuant to an Order Granting the Companys Application under Exchange
Act and Rule 24b-2 Promulgated Thereunder for Confidential Treatment.                                                                                                                                                                                
|***       |  | This exhibit represents a management contract or compensatory plan or arrangement.                                                                                                                                                                                                                                                                                     
|+         |  | Portions of this Exhibit have been deleted pursuant to the Companys Application Requesting Extension of Previous
Grant of Confidential Treatment under Exchange Act and Rule 24b-2 Promulgated Thereunder.                                                                                                                                                            
|++        |  | Portions of this Exhibit have been deleted pursuant to the Companys Application under Exchange Act and Rule
24b-2 Promulgated Thereunder for Confidential Treatment.                                                                                                                                                                                                  



|(b) |  | Reports on Form 8-K
|--- |  | -------------------



No Current Reports on Form 8-K were filed during the last quarter of the period covered by this report.





7



---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |  | RADNOR HOLDINGS CORPORATION
|-------------------- |  | ---------------------------
|                    
|Date: April 21, 2003 |  | By:                        
|                     |  |                            
|                     |  |                            
|                     |  |                            













8



---

CERTIFICATIONS



I, Michael T. Kennedy certify that:



|1. |  | I have reviewed this annual report on Form 10-K/A of Radnor Holdings Corporation;
|-- |  | ---------------------------------------------------------------------------------



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



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



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



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



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report
(the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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



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



Date: April 21, 2003



/s/ Michael T.
Kennedy

Michael T. Kennedy

President and Chief Executive Officer

(Principal Executive
Officer)





9



---

I, Michael V. Valenza certify that:



|1. |  | I have reviewed this annual report on Form 10-K/A of Radnor Holdings Corporation;
|-- |  | ---------------------------------------------------------------------------------



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



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



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



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



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report
(the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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



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



Date: April 21, 2003



/s/ Michael V.
Valenza

Michael V. Valenza

Senior Vice President- Finance and Chief Financial Officer

(Principal Financial Officer)





10



---



EXHIBIT
INDEX



|   
|---
|3.1
|   
|3.2
|   
|4.1
|   
|4.2
|   
|4.3
|   
|4.4
|   
|4.5
|   
|4.6
|   
|4.7



11



---

|    
|----
|    
|    
|4.8 
|    
|4.9 
|    
|4.10
|    
|4.11
|    
|4.12
|    
|4.13
|    
|4.14
|    
|4.15



12



---

|      
|------
|      
|      
|*10.1 
|      
|**10.2
|      
|**10.3
|      
|10.4  
|      
|10.5  
|      
|10.6  
|      
|10.7  
|      
|10.8  
|      
|10.9  
|      
|10.10 
|      
|10.11 
|      
|10.12 



13



---

|        
|--------
|        
|        
|***10.13
|        
|***10.14
|        
|***10.15
|        
|10.16   
|        
|10.17   
|        
|10.18   
|        
|10.19   
|        
|10.20   
|        
|10.21   
|        
|10.22   



14



---

|     
|-----
|     
|     
|10.23
|     
|10.24
|     
|10.25
|     
|10.26
|     
|10.27
|     
|10.28
|     
|10.29
|     
|10.30
|     
|10.31
|     
|10.32
|     
|10.33
|     
|10.34
|     
|10.35
|     
|10.36



15



---

|         
|---------
|         
|         
|10.37    
|         
|*** 10.38
|         
|10.39    
|         
|10.40    
|         
|10.41    
|         
|10.42    
|         
|*** 10.43
|         
|*** 10.44
|         
|*** 10.45
|         
|***10.46 
|         
|+ 10.47  
|         
|++10.48  
|         
|21.1     



16



---

|    
|----
|99.1
|    
|99.2
|    
|*   
|    
|**  
|    
|*** 
|    
|+   
|    
|++  



17