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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549________________FORM 10-K/A(Amendment No. 1)(Mark One)


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


For the Fiscal Year Ended February 28, 2003Commission File No. 0-22183MEADE INSTRUMENTS CORP.(Exact Name of Registrant as Specified in Its
Charter)________________




Delaware
95-2988062(State of Other Jurisdiction of Incorporation or
Organization)
(I.R.S. Employer Identification)6001 Oak Canyon, Irvine,
California
92618(Address of principal executive
offices)
(Zip Code)




Registrant’s telephone number, including area code:
(949) 451-1450________________Securities registered pursuant to Section 12(b) of the Act:
NoneSecurities registered pursuant to Section 12(g) of the
Act:Common Stock, $0.01 Par Value Per
Share(Title of Class)




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

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.S

As of June 3, 2003,
there were 19,806,026 outstanding shares of the Registrant’s common stock,
par value $0.01 per share (“common stock”), which is the only class
of common stock of the Registrant. As of June 3, 2003 the aggregate market value
of the shares of common stock held by non-affiliates of the Registrant, computed
based on the closing sale price of $2.93 per share as reported by Nasdaq, was
approximately $28 million.

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EXPLANATORY NOTES

This Amendment No. 1 on Form 10-K/A is being filed by Meade Instruments Corp.
(the “Company”) as an amendment to our Annual Report on Form 10-K
for the fiscal year ended February 28, 2003 to amend and restate in its entirety
Item 10 of Part III.

Item 10. Directors and Executive Officers of the Registrant

Information with respect to this item is incorporated by reference from the
Company’s definitive Proxy Statement to be filed with the Commission
within 120 days after the close of the Company’s fiscal year. Information
regarding executive officers of the Company is set forth under the caption
“Executive Officers of the Registrant.”

Executive Officers of the Registrant

Set forth below are the names, ages, titles and present and past positions of
the persons serving as executive officers of the Company as of June 1,
2003:

Name
Age
PositionSteven G. Murdock
51
Chief Executive Officer, President, Secretary, DirectorJoseph A. Gordon, Jr.
53
Senior Vice President - North American SalesBrent W. Christensen
44
Senior Vice President - Finance and Chief Financial OfficerMark D. Peterson
41
Senior Vice President and General CounselRobert L. Davis
36
Senior Vice President - Corporate Development




Steven G. Murdock, a director of the Company since April 1996, has been
the Company’s Chief Executive Officer since June 1, 2003, and the
Company’s President since October 1990 and the Company’s Secretary
since April 1996. In addition, Mr. Murdock was the Company’s Chief
Operating Officer from October 1990 to May 2003.  From May 1980 to October 1990,
Mr. Murdock was the Company’s Vice President of Optics. From November 1968
to May 1980, Mr. Murdock worked as the optical manager for Coulter Optical,
Inc., an optics manufacturer. Mr. Murdock received a BS degree in business
administration from California State University at Northridge.

Joseph A. Gordon, Jr., a director of the Company from April 1996 to July
2002, has been the Company’s Senior Vice President - North American Sales
since June 1995. From December 1984 to June 1995, he worked as the
Company’s Vice President - North American Sales. From January 1981 to
December 1984, Mr. Gordon was the Vice President of Sales at Celestron. Mr.
Gordon received a BS degree in marketing from the University of Cincinnati.

Brent W. Christensenhas been the Company’s Senior Vice President -
Finance and Chief Financial Officer since March 2002. Mr. Christensen was the
Company’s Vice President - Finance from June 1995 and Chief Financial
Officer from April 1996. From August 1993 to June 1995, he worked as the
Company’s controller. Mr. Christensen is a Certified Public Accountant,
and from January 1985 to August 1993, he worked as an audit manager with Ernst
& Young LLP. Mr. Christensen received a BA degree in business administration
from California State University at Fullerton.

Mark D. Petersonhas been the Company’s Senior Vice President and
General Counsel since March 2002. Mr. Peterson was the Company’s Vice
President and General Counsel from October 1997. From October 1991 to October
1997, Mr. Peterson was an attorney with O’Melveny & Myers LLP,
specializing in corporate and securities law. Mr. Peterson received a BS degree
in accounting from Brigham Young University and a JD degree from the University
of California - Berkeley, Boalt Hall School of Law.

Robert L. Davishas been the Company’s Senior Vice President -
Corporate Development since March 2003.   Mr. Davis was the Company’s
Senior Vice President and Assistant General Counsel from March 2002 to February
2003.  Mr. Davis was the Company’s Vice President and Assistant General
Counsel from December 1999 to February 2002. From September 1996 to December
1999, Mr. Davis was an attorney with O’Melveny & Myers LLP,
specializing in corporate and securities law. From August 1994 to September 1996
he worked as an attorney with Morrison & Foerster LLP, specializing in
corporate finance and labor and employment law. Mr. Davis received a BA degree
in English and a JD degree from Brigham Young University.

2




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: June 6, 2003
MEADE INSTRUMENTS CORP.By:   /s/ STEVEN G. MURDOCKSteven G. MurdockPresident, Chief Executive Officerand SecretaryBy:   /s/ BRENT W. CHRISTENSENBrent W. ChristensenSenior Vice President - Financeand Chief Financial Officer




3




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CERTIFICATIONS

I, Steven G. Murdock , certify that:

1. I have reviewed this amendment to
the annual report on Form 10-K/A of Meade Instruments Corp.;

2. Based on my knowledge, this
amendment to the 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 amendment to the annual
report;

3. Based on my knowledge, the
financial statements, and other financial information included in this amendment
to the 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 amendment to the annual report;

4. The registrant’s other
certifying officer 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 amendment to the 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 amendment to the annual report (the “Evaluation
Date”); and                                                                                                  
| | c) presented in this amendment to the
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 officer 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 officer and I have indicated in this amendment to the 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: June 6, 2003

By: /s/ STEVEN G. MURDOCK, PRESIDENT, CHIEF EXECUTIVE OFFICER AND
SECRETARY






CERTIFICATIONS

I, Brent W. Christensen, certify that:

1. I have reviewed this amendment to the annual report on Form 10-K/A of Meade
Instruments Corp.;

2. Based on my knowledge, this amendment to the 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 amendment to the annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this amendment to the 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 amendment
to the annual report;

4. The registrant’s other certifying officer 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 amendment to the 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
amendment to the annual report (the “Evaluation Date”); and                                                                                                  
| | c) presented in this amendment to the 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 officer 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 officer and I have indicated in this
amendment to the 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: June 6, 2003



By: /s/ BRENT W. CHRISTENSEN, SENIOR VICE PRESIDENT - FINANCE AND CFO