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

                                    FORM 10-Q


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

         For the quarterly period ended     June 28, 2002
                                            -------------

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

         For the transition period from ___________ to ____________

                         Commission File Number 0-23832

                             PSS WORLD MEDICAL, INC.
             (Exact name of registrant as specified in its charter)



         Florida                                                59-2280364
         -------                                                ----------
         (State or other jurisdiction                         (IRS employer
           of incorporation)                              Identification number)

         4345 Southpoint Blvd.
         Jacksonville, Florida                                    32216
         ---------------------                                    -----
         (Address of principal executive offices)              (Zip code)


         Registrant's telephone number                            (904) 332-3000

         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 shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 [X] Yes [ ] No

         The number of shares of common stock, par value $.01 per share, of the
registrant outstanding as of August 9, 2002 was 71,281,065 shares.



<PAGE>
                    PSS WORLD MEDICAL, INC. AND SUBSIDIARIES

                                  June 28, 2002

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>



  Item                                                                                                        Page

<S>                                                                                                             <C>
           Information Regarding Forward-Looking Statements............................................         3

           Part I--Financial Information

   1.      Financial Statements:

               Consolidated Balance Sheets--June 28, 2002 and March 29, 2002...........................         4

               Consolidated Statements of Operations for the Three Months Ended June 28, 2002 and
                  June 29, 2001........................................................................         5

               Consolidated Statements of Cash Flows for the Three Months Ended June 28, 2002 and
                  June 29, 2001........................................................................         6

               Notes to Consolidated Financial Statements--June 28, 2002 and June 29, 2001.............         7

               Independent Accountants' Review Report..................................................        22

   2.      Management's Discussion and Analysis of Financial Condition and Results of Operations.......        23

   3.      Quantitative and Qualitative Disclosures About Market Risk..................................        32

           Part II--Other Information

   1.      Legal Proceedings...........................................................................        32

   2.      Changes in Securities and Use of Proceeds...................................................        32

   3.      Defaults Upon Senior Securities.............................................................        32

   4.      Submission of Matters to a Vote of Security Holders.........................................        33

   5.      Other Information...........................................................................        33

   6.      Exhibits and Reports on Form 8-K............................................................        33

           Signatures..................................................................................        37

</TABLE>




                                       2
<PAGE>

                              CAUTIONARY STATEMENTS


      Forward-Looking Statements

      This Form 10-Q includes forward-looking statements within the meaning of
      Section 27A of the Securities Act of 1933, as amended (the "Securities
      Act"), and Section 21E of the Securities Exchange Act of 1934, as amended
      (the "Exchange Act"). All statements regarding the Company's and its
      subsidiaries' (including subsidiaries that are limited liability companies
      and limited partnerships) expected future financial position, results of
      operations, cash flows, funds from operations, dividends and dividend
      plans, financing plans, business strategy, budgets, projected costs,
      capital expenditures, competitive positions, growth opportunities, plans
      and objectives of management for future operations and statements that
      include words such as "anticipate," "believe," "plan," "estimate,"
      "expect," "intend," "may," "could," and other similar expressions are
      forward-looking statements. Such forward-looking statements are inherently
      uncertain, and stockholders must recognize that actual results may differ
      from the Company's expectations.

      Actual future results and trends for the Company may differ materially
      depending on a variety of factors discussed in the Company's Annual Report
      on Form 10-K for the year ended March 29, 2002, in this Form 10-Q, and
      elsewhere in the Company's filings with the Securities and Exchange
      Commission (the "Commission"). Factors that may affect the plans or
      results of the Company include, without limitation, those listed in the
      Company's Annual Report on Form 10-K for the year ended March 29, 2002
      under the heading "Risk Factors," and (i) the ability of the Company to
      successfully implement its strategic business plan; (ii) the availability
      of sufficient capital to finance the Company's business plans on terms
      satisfactory to the Company; (iii) competitive factors; (iv) the ability
      of the Company to adequately defend or reach a settlement of outstanding
      litigations and investigations involving the Company or its management;
      (v) changes in labor, equipment and capital costs; (vi) changes in
      regulations affecting the Company's business; (vii) future acquisitions or
      strategic partnerships; and (viii) general business and economic
      conditions. Many of these factors are outside the control of the Company
      and its management. The Company wishes to caution readers not to place
      undue reliance on any such forward-looking statements, which are made
      pursuant to the private Securities Litigation Reform Act of 1995 and, as
      such, speak only as of the date made. The Company undertakes no duty to
      update such forward-looking statements.






                                       3
<PAGE>

PART I--FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                    PSS WORLD MEDICAL, INC. AND SUBSIDIARIES


                           CONSOLIDATED BALANCE SHEETS

                        June 28, 2002 and March 29, 2002

                  (Dollars in Thousands, Except Per Share Data)


                                     ASSETS


<TABLE>
<CAPTION>

                                                                                                    June 28,      March 29,
                                                                                                      2002           2002
                                                                                                  __________     __________
<S>                                                                                                <C>            <C>
                                                                                                  (Unaudited)
Current Assets:
   Cash and cash equivalents..............................................................          $ 70,346       $ 53,574
   Accounts receivable, net...............................................................           225,085        226,955
   Inventories, net.......................................................................           162,602        152,923
   Employee advances......................................................................               231            168
   Prepaid expenses and other.............................................................            34,440         38,700
                                                                                                  __________     __________
           Total current assets...........................................................           492,704        472,320

Property and equipment, net...............................................................            84,043         84,841
Other Assets:
   Goodwill...............................................................................            60,644         60,644
   Intangibles, net.......................................................................            14,407         15,195
   Employee advances......................................................................               181            281
   Other..................................................................................            30,954         30,127
                                                                                                  __________     __________
           Total assets...................................................................          $682,933       $663,408
                                                                                                  ==========     ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Accounts payable.......................................................................          $169,371       $146,694
   Accrued expenses.......................................................................            32,372         35,790
   Other..................................................................................            13,180         14,981
                                                                                                  __________     __________
           Total current liabilities......................................................           214,923        197,465
Long-term debt, net of current portion....................................................           125,000        125,000
Other.....................................................................................            15,910         16,495
                                                                                                  __________     __________
           Total liabilities..............................................................           355,833        338,960
                                                                                                  __________     __________
Shareholders' Equity:
   Preferred stock, $.01 par value; 1,000,000 shares authorized, no shares issued and
       outstanding........................................................................                --             --
   Common stock, $.01 par value; 150,000,000 shares authorized, 71,280,731 and 71,270,044
       shares issued and outstanding at June 28, 2002 and March 29, 2002, respectively....               712            712
   Additional paid-in capital.............................................................           350,142        350,043
   Accumulated deficit....................................................................           (23,754)       (26,307)
                                                                                                  __________     __________
           Total shareholders' equity.....................................................           327,100        324,448
                                                                                                  __________     __________
           Total liabilities and shareholders' equity.....................................          $682,933       $663,408
                                                                                                  ==========     ==========
</TABLE>


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


                                       4
<PAGE>


                    PSS WORLD MEDICAL, INC. AND SUBSIDIARIES


                      CONSOLIDATED STATEMENTS OF OPERATIONS

           FOR THE THREE MONTHS ENDED JUNE 28, 2002 AND JUNE 29, 2001

                                   (Unaudited)

                  (Dollars in Thousands, Except Per Share Data)



<TABLE>
<CAPTION>


                                                                                            Three Months Ended
                                                                                       _____________________________
                                                                                         June 28,        June 29,
                                                                                           2002            2001
                                                                                       _____________    ____________

<S>                                                                                         <C>            <C>
Net sales........................................................................           $463,231       $446,740
Cost of goods sold...............................................................            353,690        344,996
                                                                                       _____________    ____________
            Gross profit.........................................................            109,541        101,744

General and administrative expenses..............................................             74,530         68,461
Selling expenses.................................................................             28,513         26,499
International business exit charge reversal......................................                 --           (514)
                                                                                       _____________    ____________
            Income from operations...............................................              6,498          7,298
                                                                                       _____________    ____________
Other (expense) income:
   Interest expense..............................................................             (3,130)        (4,251)
   Interest and investment income................................................                221            188
   Other income..................................................................                534            996
                                                                                       _____________    ____________
                                                                                              (2,375)        (3,067)
                                                                                       _____________    ____________
Income before provision for income taxes
   and cumulative effect of accounting change....................................              4,123          4,231
Provision for income taxes.......................................................              1,570          1,541
                                                                                       _____________    ____________
Income before cumulative effect of accounting change.............................              2,553          2,690
Cumulative effect of accounting change (net of taxes of $14,444).................                 --        (90,045)
                                                                                       _____________    ____________
Net income (loss)................................................................           $  2,553       $(87,355)
                                                                                       =============    ============

Earnings (loss) per share - Basic:
   Income before cumulative effect of accounting change..........................              $0.04         $ 0.04
   Cumulative effect of accounting change........................................                 --          (1.26)
                                                                                       _____________    ____________
   Net income (loss).............................................................              $0.04         $(1.22)
                                                                                       =============    ============

Earnings (loss) per share - Diluted:
   Income before cumulative effect of accounting change..........................              $0.04         $ 0.04
   Cumulative effect of accounting change........................................                 --          (1.25)
                                                                                       _____________    ____________
   Net income (loss).............................................................              $0.04         $(1.21)
                                                                                       =============    ============

</TABLE>





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



                                       5
<PAGE>


                    PSS WORLD MEDICAL, INC. AND SUBSIDIARIES


                      CONSOLIDATED STATEMENTS OF CASH FLOWS

           FOR THE THREE MONTHS ENDED JUNE 28, 2002 AND JUNE 29, 2001

                                   (Unaudited)

                             (Dollars in Thousands)


<TABLE>
<CAPTION>

                                                                                              Three Months Ended
                                                                                            ________________________
                                                                                             June 28,     June 29,
                                                                                               2002         2001
                                                                                            ___________   __________
<S>                                                                                            <C>         <C>
Cash Flows From Operating Activities:
   Net income (loss)...................................................................        $ 2,553     $(87,355)
    Adjustments to reconcile net income (loss) to net cash provided by operating
    activities:
       Cumulative effect of accounting change..........................................             --       90,045
       Depreciation....................................................................          4,096        2,836
       Amortization of intangible assets...............................................          1,496        1,455
       Amortization of debt issuance costs.............................................            281          689
       Provision for doubtful accounts.................................................          1,092        1,590
       Benefit for deferred income taxes...............................................           (937)          --
       Loss on sales of property and equipment.........................................             --           13
       International Business exit charge reversal.....................................             --         (514)
       Changes in operating assets and liabilities::
          Accounts receivable..........................................................            778        3,039
          Inventories, net.............................................................         (9,679)     (10,494)
          Prepaid expenses and other current assets....................................          4,197        9,051
          Other assets.................................................................           (527)       7,370
          Accounts payable.............................................................         22,425       30,584
          Accrued expenses and other liabilities.......................................         (5,669)      (5,765)
                                                                                            ___________   __________
             Net cash provided by operating activities.................................         20,106       42,544
                                                                                            ___________   __________

Cash Flows From Investing Activities:
    Capital expenditures...............................................................         (3,309)      (6,108)
    Payments on noncompete agreements..................................................           (106)        (138)
    Proceeds from sales of property and equipment......................................             11           46
    Proceeds from sales and maturities of marketable securities........................             --           50
    Proceeds from sale of International Business.......................................             --          222
                                                                                            ___________   __________
             Net cash used in investing activities.....................................         (3,404)      (5,928)
                                                                                            ___________   __________

Cash Flows From Financing Activities:
    Proceeds from issuance of common stock.............................................             70           --
    Net borrowings.....................................................................             --      (42,650)
    Other..............................................................................             --           (4)
                                                                                            ___________   __________
             Net cash provided by (used in) financing activities.......................             70      (42,654)
                                                                                            ___________   __________

Net increase (decrease) in cash and cash equivalents...................................         16,772       (6,038)
Cash and cash equivalents, beginning of period.........................................         53,574       34,374
                                                                                            ___________   __________
Cash and cash equivalents, end of period...............................................        $70,346     $ 28,336
                                                                                            ===========   ==========
</TABLE>

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




                                       6
<PAGE>

                    PSS WORLD MEDICAL, INC. AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         JUNE 28, 2002 AND JUNE 29, 2001

                                   (Unaudited)

      (Dollars in Thousands, Except Per Share Data, Unless Otherwise Noted)


1.       BACKGROUND AND BASIS OF PRESENTATION


     Background

     PSS World Medical, Inc. (the "Company" or "PSSWM") is a specialty marketer
     and distributor of medical products to physicians, alternate-site imaging
     centers, long-term care providers, home healthcare providers, and hospital
     radiology departments through 69 full-service centers to customers in all
     50 states.

     The Physician  Sales & Service  division  ("PSS" or the  "Physician  Supply
     Business")  is  a  distributor   of  medical   supplies,   equipment,   and
     pharmaceuticals  to primary care and other  office-based  physicians in the
     United  States.  At June 28,  2002,  PSS operated 42  full-service  centers
     distributing to physician office sites in all 50 states.

     The Diagnostic Imaging subsidiary ("DI" or the "Imaging Business") is a
     distributor of medical diagnostic imaging supplies, chemicals, equipment,
     and services to the acute and alternate-care markets in the United States.
     At June 28, 2002, DI operated 14 full-service centers, 36 distribution
     centers, and 16 break-freight locations distributing to customer sites in
     42 states.

     The Gulf South Medical Supply subsidiary ("Gulf South" or the "Long-Term
     Care Business") is a distributor of medical supplies and related products
     to nursing homes, home healthcare agencies, and other long-term care
     facilities. At June 28, 2002, Gulf South operated 13 full-service centers
     serving all 50 states.

     The Company divides its operations into three reportable operating
     segments: the Physician Supply Business, the Imaging Business, and the
     Long-Term Care Business. A fourth segment, titled Other, includes
     unallocated corporate overhead and the Company's European operations (the
     "International Business") which were sold during fiscal year 2002.


     Basis of Presentation

     The accompanying unaudited consolidated financial statements have been
     prepared in accordance with the rules and regulations of the United States
     Securities and Exchange Commission (the "SEC"). Accordingly, certain
     information and footnote disclosures normally included in financial
     statements prepared in accordance with accounting principles generally
     accepted in the United States have been omitted pursuant to the SEC rules
     and regulations. The consolidated financial statements reflect, in the
     opinion of management, all adjustments necessary to present fairly the
     financial position and results of operations for the periods indicated.

     The consolidated balance sheet as of March 29, 2002 has been derived from
     the Company's audited consolidated financial statements for the year ended
     March 29, 2002. The financial statements and related notes included in this
     report should be read in conjunction with the Company's Annual Report on
     Form 10-K for the year ended March 29, 2002.

     The  Company  reports its quarter  end  financial  position  and results of
     operations and cash flows on the Friday  closest to June 30,  September 30,
     December  31, and March 31. The three  months  ended June 28, 2002 and June
     29, 2001 each consist of 13 weeks.

                                       7
<PAGE>

     The results of operations for the interim periods covered by this report
     may not necessarily be indicative of operating results for the full fiscal
     year.


     Reclassifications

     Certain  amounts for prior  periods  have been  reclassified  to conform to
     current period presentation.


     Recent Accounting Pronouncement

     During June 2002, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards ("SFAS") No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities" ("SFAS 146"). SFAS 146
     addresses the financial accounting and reporting for costs associated with
     exit or disposal activities, and eliminates the definition and requirements
     for recognition of exits costs in Emerging Issues Task Force Issue No.
     94-3, "Liability Recognition for Certain Employee Termination Benefits and
     Other Costs to Exit an Activity (including Certain Costs Incurred in a
     Restructuring)." SFAS 146 will require that a liability for a cost
     associated with an exit or disposal activity be recognized when the
     liability is incurred. It also establishes that fair value is the objective
     for initial measurement of the liability. The Company will apply the
     provisions of SFAS 146 for exit or disposal activities that are initiated
     after December 31, 2002, the effective date of this statement.


  2.     CHARGES INCLUDED IN GENERAL AND ADMINISTRATIVE EXPENSES

     General   and   administrative   expenses   include   charges   related  to
     restructuring  activity,  merger  activity,  and other items. At the end of
     each period,  management reevaluates its restructuring and merger plans and
     may adjust previous estimates.  The following tables summarize charges that
     are  included in general and  administrative  expenses in the  accompanying
     consolidated statements of operations:

<TABLE>
<CAPTION>
                                                                   Three Months Ended June 28, 2002
                                                    _______________________________________________________________
                                                    Physician                      Long-
                                                     Supply        Imaging       Term Care
                                                    Business       Business       Business        Other       Total
                                                    __________    ___________   ___________    __________  ________

<S>                                                      <C>           <C>         <C>          <C>          <C>
      Restructuring costs and expenses.......             $718          $224        $--          $   --       $942
      Merger costs and expenses..............               --            (7)        --             429        422
      Accelerated depreciation...............               84            --         --              --         84
      Reversal of operational tax charge.....               --            --         --             (69)       (69)
      Other..................................               82            --         --              --         82
                                                    __________    ___________   ___________    __________  ________
                                                          $884          $217        $--            $360     $1,461
                                                    ==========    ===========   ===========    ==========  ========


                                                                 Three Months Ended June 29, 2001
                                                    _______________________________________________________________
                                                    Physician                      Long-
                                                     Supply        Imaging       Term Care
                                                    Business       Business       Business        Other       Total
                                                    __________    ___________   ___________    __________  ________
      Restructuring costs and expenses.......             $144         $ 261        $77         $    12     $  494
      Merger costs and expenses..............               --          (247)        12             776        541
      Reversal of operational tax charge.....               --            --         --            (451)      (451)
      Other..................................               --            --         --               8          8
                                                    __________    ___________   ___________    __________  ________
                                                          $144        $   14        $89          $  345     $  592
                                                    ==========    ===========   ===========    ==========  ========

</TABLE>


     Restructuring Costs and Expenses

     Restructuring costs and expenses for the three months ended June 28, 2002
     and June 29, 2001 primarily include (i) costs expensed as incurred related
     to the Physician Supply Business' and the Imaging Business' restructuring
     plans that were adopted during the fourth quarter of fiscal year 2002 and
     (ii) costs expensed as incurred related to various restructuring plans that
     were adopted in prior fiscal years.

                                       8
<PAGE>

     Physician Supply Business Plan Adopted During the Fourth Quarter of Fiscal
     Year 2002. During the three months ended June 28, 2002, the Physician
     Supply Business recorded charges of $565, which include branch shut down
     costs of $268, involuntary employee termination costs of $166, and employee
     relocation costs of $131.

     Imaging Business Plan Adopted During the Fourth Quarter of Fiscal Year
     2002. During the three months ended June 28, 2002, the Imaging Business
     recorded charges of $224, which include branch shutdown costs of $118,
     employee relocation costs of $87, involuntary employee termination costs of
     $16, and lease termination costs of $3.

     Various Restructuring Plans Adopted in Prior Fiscal Years. During the three
     months ended June 28, 2002 and June 29, 2001, the Company recorded $167 and
     $505, respectively, of restructuring costs as incurred. These costs
     primarily relate to costs to pack and move inventory, costs to set up new
     facilities, employee relocation costs, and other related facility closure
     costs. During the three months ended June 28, 2002 and June 29, 2001, the
     Company reversed approximately $14 and $11, respectively, of restructuring
     costs.


     Merger Costs and Expenses

     Merger costs and expenses for the three months ended June 28, 2002 and June
     29, 2001 primarily include costs related to employee retention bonuses,
     costs expensed as incurred related to various merger plans that were
     adopted in prior fiscal years, and adjustments to previous estimates.

     Effective February 1, 2000, the Board of Directors approved and adopted an
     Officer Retention Bonus Plan and a Corporate Office Employee Retention
     Bonus Plan (collectively the "Retention Plans"). As part of the Company's
     strategic alternatives process, management adopted these plans to retain
     certain officers and key employees during the strategic alternatives
     transition period. The total cash compensation costs related to these plans
     is approximately $10,059, of which $8,628 was expensed in prior fiscal
     years. Approximately $429 was recognized during the three months ended June
     28, 2002 and an additional $1,002 is estimated to be expensed during the
     remaining nine months of fiscal year 2003. During the three months ended
     June 29, 2001, the Company expensed approximately $776.

     During the three months ended June 28, 2002 and June 29, 2001, the Company
     reversed approximately $7 and $271, respectively, which primarily related
     to accrued lease termination costs. Merger costs and expenses for the three
     months ended June 29, 2001 included $36 of charges for merger costs
     expensed as incurred.


     Accelerated Depreciation


     The Physician Supply Business identified certain assets that would be
     replaced or disposed of as a result of the restructuring plan that was
     implemented during the fourth quarter of fiscal year 2002. Pursuant to SFAS
     No. 121, "Accounting for the Impairment of Long-Lived Assets to Be Disposed
     Of," the Company evaluated the recoverability of the assets and determined
     that impairment did not exist at the division level. Therefore, management
     revised the estimated useful lives of certain assets in accordance with
     Accounting Principles Board No. 20, "Accounting Changes." As a result of
     shortening the useful lives during the fourth quarter of fiscal year 2002
     to coincide with the disposal date, the Company recorded $84 of accelerated
     depreciation during the three months ended June 28, 2002. The effect of
     this change in estimate decreased basic and diluted earnings per share by
     less than $0.01 for the three months ended June 28, 2002.


     Reversal of Operational Tax Charge

     During the three months ended June 28, 2002 and June 29, 2001, the Company
     performed an analysis and reversed approximately $69 and $451,
     respectively, of a previously recorded operating tax charge reserve.

                                       9
<PAGE>


     Other

     During the three months ended June 28, 2002 and June 29, 2001, the Company
     incurred $82 and $8, respectively, primarily relating to certain lease
     termination costs for locations that were previously vacated in connection
     with prior restructuring plans.


  3.     ACCRUED RESTRUCTURING COSTS AND EXPENSES

     During the quarter ended March 29, 2002, management and the Board of
     Directors approved and committed to two separate plans to restructure the
     Physician Supply Business and Imaging Business. These plans were
     implemented in order to reduce overhead costs, improve customer
     satisfaction, and improve the distribution infrastructure.

     Physician Supply Business Plan Adopted During the Fourth Quarter of Fiscal
     Year 2002. The total estimated costs related to this plan are approximately
     $6,505 of which approximately $4,174 was recognized during fiscal year 2002
     and approximately $2,331 will be expensed as incurred during fiscal year
     2003. Management anticipates that this plan will be completed by the end of
     the fourth quarter of fiscal year 2003. As a result of the plan,
     approximately 161 employees, including operations leaders, administrative
     and warehouse personnel, will be involuntarily terminated. As of June 28,
     2002, 26 employees had been terminated.

     To improve the distribution infrastructure, certain administrative
     functions, such as accounts receivable billing and collections and
     inventory management, at 13 service center locations will be consolidated
     into larger existing facilities within a geographic location. The
     operations in the affected facilities will be reduced to receiving and
     distributing inventory, customer service, and sales support. Such locations
     will be referred to as "break-freight" locations. As of June 28, 2002,
     certain administrative functions at 4 of the 13 service center locations
     were consolidated into existing facilities. To improve the inventory
     purchasing structure and to leverage purchasing volumes, the purchasing
     function for 33 service locations will be centralized to the corporate
     office located in Jacksonville, Florida. As of June 28, 2002, the
     purchasing function for 12 of the 33 service center locations was
     centralized to Jacksonville, Florida.

     Accrued restructuring costs and expenses related to the Physician Supply
     Business plan, classified as accrued expenses in the accompanying
     consolidated balance sheets, were $3,665 and $3,666 at June 28, 2002 and
     March 29, 2002, respectively. The following is a summary of the
     restructuring activity related to the plan described above:

<TABLE>
<CAPTION>

                                                      Involuntary
                                                        Employee        Lease         Branch
                                                      Termination    Termination     Shutdown
                                                         Costs          Costs         Costs        Total
                                                    _____________    ___________    __________   _________

           <S>                                          <C>             <C>              <C>        <C>
           Balance at March 29, 2002............       $   783         $2,535           $348       $3,666
              Additions.........................           174             --             --          174
              Utilized..........................          (106)           (51)           (18)        (175)
                                                    _____________    ___________    __________   _________
           Balance at June 28, 2002.............          $851         $2,484           $330       $3,665
                                                    =============    ===========    ==========   =========
</TABLE>

     The amount of severance that involuntarily  terminated employees receive is
     based on the number of months of service.  Employees  will earn  additional
     severance  during the period from March 30, 2002 until the closure  date of
     the service center. This additional  severance is being accrued when earned
     throughout  fiscal year 2003.  The  Physician  Supply  Business  accrued an
     additional $174 of involuntary  employee termination costs during the three
     months ended June 28, 2002.

     Imaging Business Plan Adopted During the Fourth Quarter of Fiscal Year
     2002. This plan consists of two phases. The total estimated costs related
     to this plan are approximately $3,014, of which approximately $2,028 was
     recognized during fiscal year 2002 and approximately $986 will be expensed
     as incurred during fiscal year 2003. Management anticipates that this plan
     will be completed by the end of fiscal year 2003. As a result of the plan,
     approximately 123 employees, including operations leaders, administrative
     and warehouse personnel, will be involuntarily terminated. As of June 28,
     2002, 51 employees had been terminated.

                                       10
<PAGE>

     During  Phase  I,  certain  administrative   functions,  such  as  accounts
     receivable billing and collections and customer service, at 18 full-service
     center  locations  will  be  consolidated  into 7  regional  centers  and 2
     operation  centers.  The  operations  in the  affected  facilities  will be
     significantly   reduced  and  such   locations   will  be  referred  to  as
     distribution  centers or "break-freight"  locations.  Distribution  centers
     will receive inventory from the regional centers and vendors and distribute
     directly to customers.  Break-freight locations will receive inventory only
     from full-service  center locations or distribution  centers and distribute
     directly  to  customers.  As  of  June  28,  2002,  certain  administrative
     functions at 13 of 18 service locations were consolidated. In addition, the
     call dispatch  function for 27 service center locations will be centralized
     to Jacksonville,  Florida.  As of June 28, 2002, the call dispatch function
     for 16 of 27 service  center  locations was  centralized  to  Jacksonville,
     Florida.

     During Phase II, the product and service distribution network will be
     realigned. As of the adoption date of this plan, management had identified
     two full-service centers to be closed. As of June 28, 2002, these service
     centers were closed. Other full-service centers may be closed, converted to
     a distribution center or break-freight location, or relocated after the
     consolidation of the administrative functions is complete or as current
     lease agreements expire.

     Accrued restructuring costs and expenses related to the Imaging Business
     plan, classified as accrued expenses in the accompanying consolidated
     balance sheets, were $1,464 and $1,793 at June 28, 2002 and March 29, 2002,
     respectively. The following is a summary of the restructuring activity
     related to the plan described above:

<TABLE>
<CAPTION>
                                                      Involuntary
                                                        Employee        Lease         Branch
                                                      Termination    Termination     Shutdown
                                                         Costs          Costs         Costs        Total
                                                    _____________    ___________    __________   _________

          <S>                                              <C>            <C>            <C>          <C>
           Balance at March 29, 2002............        $  690         $  832         $  271       $1,793
              Additions.........................            --             --             --           --
              Utilized..........................          (256)           (62)           (11)        (329)
                                                    _____________    ___________    __________   _________
           Balance at June 28, 2002.............          $434           $770           $260       $1,464
                                                    =============    ===========    ==========   =========
</TABLE>

     Prior Fiscal Years

     During the prior fiscal years, management and the Board of Directors
     approved and committed to several plans to restructure the Physician Supply
     Business, the Imaging Business, and the Long-Term Care Business. Accrued
     restructuring costs and expenses related to plans adopted in the prior
     fiscal years, classified as accrued expenses in the accompanying
     consolidated balance sheets, totaled $1,160 and $1,439 at June 28, 2002 and
     March 29, 2002, respectively. The following is a summary of the
     restructuring activity related to the plans adopted in prior fiscal years:

<TABLE>
<CAPTION>

                                                      Involuntary
                                                    Employee Lease
                                                      Termination    Termination
                                                         Costs          Costs        Total
                                                    ______________   ___________   __________

           <S>                                           <C>             <C>           <C>
           Balance at March 29, 2002............        $1,385          $  54         $1,439
              Adjustments.......................            --            (14)           (14)
              Utilized..........................          (258)            (7)          (265)
                                                    ______________   ___________   __________

           Balance at June 28, 2002.............        $1,127          $  33         $1,160
                                                    ==============   ===========   ==========
</TABLE>

     The accrued involuntary employee termination costs at June 28, 2002 and
     March 29, 2002 relate to Plan E that was adopted during the third quarter
     of fiscal year 2001. The remaining $1,127 will be paid to the terminated
     employees in fiscal year 2003 in accordance with the severance agreements.

     The accrued lease termination costs at June 28, 2002 relates to Plan C. The
     remaining accrued lease termination payments will be made during fiscal
     year 2003.

                                       11
<PAGE>


  4.     EARNINGS PER SHARE

     In accordance with SFAS No. 128, "Earnings Per Share," the calculation of
     basic earnings per common share and diluted earnings per common share is
     presented below (share amounts in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                  ________________________
                                                                                    June 28,      June 29,
                                                                                      2002          2001
                                                                                  __________     _________

        <S>                                                                             <C>        <C>
        Income before cumulative effect of accounting change................          $2,553     $  2,690
        Cumulative effect of accounting change (net of taxes of $14,444)....              --      (90,045)
                                                                                  __________     _________
        Net income (loss)...................................................          $2,553     $(87,355)
                                                                                  ==========     =========
        Earnings (loss) per share - Basic:
           Income before cumulative effect of accounting change.............           $0.04       $ 0.04
           Cumulative effect of accounting change...........................              --        (1.26)
                                                                                  __________     _________
           Net income (loss)................................................           $0.04       $(1.22)
                                                                                  ==========     =========

        Earnings (loss) per share - Dilutive:
           Income before cumulative effect of accounting change.............           $0.04       $ 0.04
           Cumulative effect of accounting change...........................              --        (1.25)
                                                                                  __________     _________
           Net income (loss)................................................           $0.04       $(1.21)
                                                                                  ==========     =========

        Weighted average shares outstanding:
           Common shares....................................................          71,272       71,201
           Assumed exercise of stock options................................           1,098          300
                                                                                  __________     _________
           Diluted shares outstanding.......................................          72,370       71,501
                                                                                  ==========     =========
</TABLE>

     The treasury stock method was used in calculating the assumed exercise of
     stock options. Options to purchase approximately 3,055 and 5,248 shares of
     common stock that were outstanding during the three months ended June 28,
     2002 and June 29, 2001, respectively, were not included in the computation
     of diluted earnings per share for each of the respective periods because
     the options' exercise prices exceeded the fair market value of the
     Company's common stock.

5.       INTANGIBLES

     The following table summarizes, by business segment and major asset class,
     the gross carrying amount and accumulated amortization for existing
     intangible assets subject to amortization.

<TABLE>
<CAPTION>



                                       12
<PAGE>

                                                   As of June 28, 2002                 As of March 29, 2002
                                            ____________________________________ _________________________________

                                              Gross                                Gross
                                            Carrying   Accumulated                Carrying   Accumulated
                                             Amount    Amortization     Net        Amount    Amortization    Net
                                            _________  ____________   __________ _________   ____________  _______

<S>                                          <C>          <C>            <C>        <C>          <C>          <C>
 Noncompetition Agreements:
    Physician Supply Business..........      $  4,305  $  (3,217)     $  1,088   $  4,053   $  (3,073)   $     980
    Imaging Business...................        20,452    (10,684)        9,768     20,457      (9,939)      10,518
    Long-Term Care Business............         1,770       (786)          984      2,070        (876)       1,194
                                            _________  ____________   __________ _________   ____________  _______
                                               26,527    (14,687)       11,840     26,580     (13,888)      12,692
                                            _________  ____________   __________ _________   ____________  _______
 Signing Bonuses:
    Physician Supply Business..........         1,483       (613)          870      1,027        (426)         601
    Imaging Business...................         1,850     (1,325)          525      1,954      (1,300)         654
    Long-Term Care Business............           200       (160)           40        200        (150)          50
                                            _________  ____________   __________ _________   ____________  _______
                                                3,533     (2,098)        1,435      3,181      (1,876)       1,305
                                            _________  ____________   __________ _________   ____________  _______
 Other Intangibles:
    Physician Supply Business..........         2,993     (1,861)        1,132      2,993      (1,795)       1,198
    Imaging Business...................            --         --            --         --          --           --
    Long-Term Care Business............            --         --            --         --          --           --
                                            _________  ____________   __________ _________   ____________  _______
                                                2,993     (1,861)        1,132      2,993      (1,795)       1,198
                                            _________  ____________   __________ _________   ____________  _______
             Total....................
                                              $33,053   $(18,646)      $14,407    $32,754    $(17,559)     $15,195
                                            =========  ============   ========== =========   ============  =======
</TABLE>



     The weighted-average  amortization period, in total and by major intangible
     asset class, is as follows:

                                                 June 28,   March 29,
                                                   2002       2002
                                                _________   _________
         (in years)

          Noncompetition Agreements........          8.6         8.5
          Signing Bonuses..................          4.2         4.4
          Other Intangibles................         12.4        12.8
                                                _________   _________
             Total weighted-average period.          8.4         8.6
                                                =========   =========

     Total amortization expense for intangible assets for the three months ended
     June 28, 2002 was $1,496. The estimated amortization expense for the next
     five fiscal years and thereafter is as follows:

              Fiscal Year:
                 2003 (9 months).............................       $ 3,504
                 2004........................................         3,590
                 2005........................................         2,411
                 2006........................................         1,092
                 2007........................................           885
                 Thereafter..................................         2,925
                                                                    _______
                          Total..............................       $14,407
                                                                    =======

     Total payments made under noncompetition agreements during the three months
     ended June 28, 2002 were $106. Future minimum payments required under
     noncompetition agreements at June 28, 2002 are as follows:

              Fiscal Year:
                 2003 (9 months).............................          $462
                 2004........................................            59
                 2005........................................            43
                 2006........................................            36
                 2007........................................            36
                 Thereafter..................................           144
                                                                       ____
                          Total..............................          $780
                                                                       ====

  6.     SEGMENT INFORMATION

     The Company's reportable segments are strategic businesses that offer
     different products and services to different segments of the healthcare
     industry, and are the basis for which management regularly evaluates the
     Company. These segments are managed separately because of different
     customers and products. The Company primarily evaluates the operating
     performance of its segments based on net sales and income from operations.
     The following table presents financial information about the Company's
     business segments:

<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                          ________________________
                                                                                          June 28,        June 29,
                                                                                            2002            2001
                                                                                          __________     _________
<S>                                                                                        <C>           <C>
        NET SALES:
           Physician Supply Business...............................................        $182,873      $171,343
           Imaging Business........................................................         176,765       179,608
           Long-Term Care Business.................................................         103,593        95,358
           Other                                                                                 --           431
                                                                                          __________     _________
               Total net sales.....................................................        $463,231      $446,740
                                                                                          ==========     =========
</TABLE>

                                       13
<PAGE>
<TABLE>
<CAPTION>

                                                                                            Three Months Ended
                                                                                          ________________________
                                                                                          June 28,        June 29,
                                                                                            2002            2001
                                                                                          __________     _________
<S>                                                                                        <C>           <C>
        INCOME FROM OPERATIONS:
           Physician Supply Business...............................................        $  5,521      $  5,735
           Imaging Business........................................................          (1,228)          107
           Long-Term Care Business.................................................           3,823         1,773
           Other...................................................................          (1,618)         (317)
                                                                                          __________     _________
               Total income from operations........................................        $  6,498      $  7,298
                                                                                          ==========     =========

        DEPRECIATION:
           Physician Supply Business...............................................        $  2,048      $  1,145
           Imaging Business........................................................           1,222         1,097
           Long-Term Care Business.................................................             467           462
           Other...................................................................             359           132
                                                                                          __________     _________
               Total depreciation..................................................        $  4,096      $  2,836
                                                                                          ==========     =========

        AMORTIZATION OF INTANGIBLE ASSETS:
           Physician Supply Business...............................................        $    398      $    234
           Imaging Business........................................................             878         1,117
           Long-Term Care Business.................................................             220           104
           Other...................................................................              --            --
                                                                                          __________     _________
               Total amortization of intangible assets.............................        $  1,496      $  1,455
                                                                                          ==========     =========

        PROVISION FOR DOUBTFUL ACCOUNTS:
           Physician Supply Business...............................................        $     49      $    320
           Imaging Business........................................................             370           325
           Long-Term Care Business.................................................             673           945
           Other...................................................................              --            --
                                                                                          __________     _________
               Total provision for doubtful accounts...............................        $  1,092      $  1,590
                                                                                          ==========     =========

        INTEREST EXPENSE:
           Physician Supply Business...............................................        $    974      $    278
           Imaging Business........................................................           2,207         2,592
           Long-Term Care Business.................................................           1,232         1,377
           Other...................................................................          (1,283)            4
                                                                                          __________     _________
               Total interest expense..............................................        $  3,130      $  4,251
                                                                                          ==========     =========

        INTEREST AND INVESTMENT INCOME:
           Physician Supply Business...............................................        $     23      $      1
           Imaging Business........................................................              --            --
           Long-Term Care Business.................................................              --            --
           Other...................................................................             198           187
                                                                                          __________     _________
               Total interest and investment income................................        $    221      $    188
                                                                                          ==========     =========

        PROVISION FOR INCOME TAXES:
           Physician Supply Business...............................................        $  1,858      $  2,284
           Imaging Business........................................................          (1,258)         (840)
           Long-Term Care Business.................................................             990           231
           Other...................................................................             (20)         (134)
                                                                                          __________     _________
                Total provision for income taxes...................................        $  1,570      $  1,541
                                                                                          ==========     =========

        CAPITAL EXPENDITURES:
           Physician Supply Business...............................................        $  2,024      $  3,292
           Imaging Business........................................................             457           878
           Long-Term Care Business.................................................             206           183
           Other...................................................................             622         1,755
                                                                                          __________     _________
               Total capital expenditures..........................................        $  3,309      $  6,108
                                                                                          ==========     =========
</TABLE>

                                       14
<PAGE>
<TABLE>
<CAPTION>


                                                                                           June 28,      March 29,
                                                                                             2002           2002
                                                                                          __________     _________
<S>                                                                                        <C>           <C>
        ASSETS:
           Physician Supply Business...............................................        $223,216      $231,757
           Imaging Business........................................................         221,939       223,374
           Long-Term Care Business.................................................         157,331       154,929
           Other...................................................................          80,447        53,348
                                                                                          __________     _________
                Total assets.......................................................        $682,933      $663,408
                                                                                          ==========     =========
</TABLE>

  7.     COMMITMENTS AND CONTINGENCIES


     Litigation

     The Company, through its Long-Term Care Business, its Physician Supply
     Business, and/or predecessor companies, has been named as one of many
     defendants in latex glove product liability claims in various Federal and
     state courts. The defendants are primarily distributors of certain brands
     of latex gloves. Currently, state litigation exists in New Hampshire,
     Massachusetts, and California, while Federal and/or Federal multidistrict
     litigation are present in Washington, Georgia, Pennsylvania, and Ohio.
     Defense costs are currently allocated by agreement between a consortium of
     insurers on a pro rata basis for each case depending upon policy years and
     alleged years of exposure. All of the insurance carriers are defending
     subject to a reservation of rights. Ultimately, the manufacturers from
     which the gloves were purchased may assume the defense and liability
     obligations. The Company intends to vigorously defend the proceedings;
     however, there can be no assurance that this litigation will be ultimately
     resolved on terms that are favorable to the Company.

     The Company and certain of its current officers and directors are named as
     defendants in a purported securities class action lawsuit entitled Jack
     Hirsch v. PSS World Medical, Inc., et al., Civil Action No. 3:98-cv
     502-J-21TEM. The action, which was filed on or about May 28, 1998, is
     pending in the United States District Court for the Middle District of
     Florida, Jacksonville Division. An amended complaint was filed on December
     11, 1998. The plaintiff alleges, for himself and for a purported class of
     similarly situated stockholders who allegedly purchased the Company's stock
     between December 23, 1997 and May 8, 1998 that the defendants engaged in
     violations of certain provisions of the Exchange Act, and Rule 10b-5
     promulgated thereunder. The allegations are based upon a decline in the
     Company's stock price following announcement by the Company in May 1998
     regarding the Gulf South Merger which resulted in earnings below analyst's
     expectations. The plaintiff seeks indeterminate damages, including costs
     and expenses. The Company filed a motion to dismiss the first amended
     complaint on January 25, 1999. The court granted that motion without
     prejudice by order dated February 9, 2000. Plaintiffs filed their second
     amended complaint on March 15, 2000. The Company filed a motion to dismiss
     the second amended complaint on May 1, 2000, which is pending. The Company
     believes that the allegations contained in the complaint are without merit
     and intends to defend vigorously against the claims. There can be no
     assurance that this litigation will be ultimately resolved on terms that
     are favorable to the Company.

                                       15
<PAGE>

     The Company has been named as a defendant in ten, related class action
     complaints, the first of which was filed on July 13, 2001 and all of which
     had been filed in the United States District Court for the Middle District
     of Florida. By Order of the Court dated January 14, 2002, those ten actions
     were consolidated into a single action under the caption "In Re PSS World
     Medical Inc. Securities Litigation." Following that consolidation, on March
     22, 2002, lead plaintiffs served their Amended Class Action Complaint for
     Violation of Securities Laws. On May 14, 2002, defendants filed their
     motion to dismiss the Amended Complaint, and, on August 1, 2002, the Court
     entered an Order denying that motion and directing the Company to answer
     the Amended Complaint by August 12, 2002. The Amended Complaint named the
     Company along with certain present and former directors and officers. The
     Amended Complaint was filed as a purported class action on behalf of
     persons who purchased or acquired PSS World Medical, Inc. common stock at
     various times during the period between October 26, 1999 and October 3,
     2000. The Amended Complaint alleges, among other things, violations of
     Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule
     10b-5 promulgated thereunder, and seeks unspecified damages. The plaintiffs
     allege that the Company issued false and misleading statements and failed
     to disclose material facts concerning, among other things, the Company's
     financial condition. The plaintiffs further allege that because of the
     issuance of false and misleading statements and/or failure to disclose
     material facts, the price of PSS World Medical, Inc. common stock was
     artificially inflated during the class period. The Company believes that
     the allegations contained in the Amended Complaint are without merit and
     intends to defend vigorously against the claims. There can be no assurance
     that this litigation will be ultimately resolved on terms that are
     favorable to the Company.

     The Company has been named as a defendant in a suit brought by three former
     and present employees of the Company, entitled Angione, et al. v. PSS World
     Medical Inc., which was filed on or about June 4, 2002 in the U.S. District
     Court for the Central District of California,  Santa Ana Division (Case No.
     CV SA 02-533 AHS (ANx)).  In response to the Motion to Transfer Venue filed
     by the Company,  the plaintiffs  have agreed to stipulate that venue of the
     case  may  be   transferred   to  the  United  States   District  Court  in
     Jacksonville,  Florida.  The parties await Court  approval of the motion to
     transfer  venue.  The  plaintiffs   allege  that  the  Company   wrongfully
     classifies  its  Purchasers,   Operations  Leader  Trainees,  and  Accounts
     Receivable Representatives as exempt from the overtime requirements imposed
     by the  Fair  Labor  Standards  Act and the  California  Wage  Orders.  The
     plaintiffs seek court approval to proceed as a collective  action under the
     Fair Labor Standards Act, a representative action under California's Unfair
     Competition  Act,  and/or a class  action on behalf of all  persons  in the
     United States who have occupied any one of the three  positions  within the
     pertinent  limitations period. PSSWM will oppose this motion,  though it is
     likely  that the Court will  tentatively  approve a  collective  action and
     allow  discovery  on the issue of who is  eligible  to  participate  in the
     collective action. The Plaintiffs seek to recover back pay, interest, costs
     of suit,  declaratory  and  injunctive  relief,  and  applicable  statutory
     penalties.  In addition, two of the three named plaintiffs bring individual
     claims for gender  discrimination  and  retaliation  under Title VII of the
     Civil  Rights  Act of 1964 and the Equal Pay Act of 1963.  The  Company  is
     vigorously  defending against the claims and is working with human resource
     personnel  to  collect  personnel  and  payroll  information  necessary  to
     determine (i) the employees who are potentially  eligible to participate in
     the suit and (ii) the extent of overtime liability, if any. There can be no
     assurance that this  litigation  will be ultimately  resolved on terms that
     are favorable to the Company.

     The Company is also a party to various other legal and administrative
     proceedings and claims arising in the normal course of business. While any
     litigation contains an element of uncertainty, the Company, after
     consultation with outside legal counsel, believes that the outcome of such
     other proceedings or claims which are pending or known to be threatened
     will not have a material adverse effect on the Company's consolidated
     financial position, liquidity, or results of operations.

     The Company has various  insurance  policies,  including  product liability
     insurance,  covering  risks and in amounts it considers  adequate.  In many
     cases in which  the  Company  has been  sued in  connection  with  products
     manufactured  by others,  the  Company is provided  indemnification  by the
     manufacturer.  There  can  be no  assurance  that  the  insurance  coverage
     maintained  by the Company is  sufficient  or will be available in adequate
     amounts or at a reasonable  cost, or that  indemnification  agreements will
     provide adequate protection for the Company.


                                       16
<PAGE>

     Commitments and Other Contingencies

     The Company has employment agreements with certain executive officers which
     provide that in the event of their termination or resignation, under
     certain conditions, the Company may be required to continue salary payments
     and provide insurance for a period ranging from 3 to 12 months for certain
     executives and to repurchase a portion or all of the shares of common stock
     held by the executives upon their demand at the fair market value at the
     time of repurchase. The period of salary and insurance continuation and the
     level of stock repurchases are based on the conditions of the termination
     or resignation.

     During fiscal 2000, the Board of Directors approved and adopted the PSS
     World Medical, Inc. Officer Retention Bonus Plan and the PSS World Medical,
     Inc. Corporate Office Employee Retention Bonus Plan. Refer to Note 2,
     Charges included in General and Administrative Expenses for further
     discussion.


8.       CONDENSED CONSOLIDATED FINANCIAL INFORMATION

     During fiscal year 1998, the Company filed a registration statement with
     the Securities and Exchange Commission to authorize the issuance of
     $125,000 in debt securities ("Senior Subordinated Notes"). The following
     tables present condensed consolidating financial information for the parent
     or issuer of the debt, the guarantor subsidiaries, and the nonguarantor
     subsidiaries of the Senior Subordinated Notes. The nonguarantor subsidiary
     was the International Business, which was divested during the three months
     ended June 29, 2001. Separate financial statements of the guarantor
     subsidiaries are not presented because the guarantors are jointly,
     severally and unconditionally liable under the guarantees and the Company
     believes the condensed consolidating financial information is more
     meaningful in understanding the financial position, results of operations,
     and cash flows of the guarantor subsidiaries. In addition, the guarantor
     subsidiaries are 100% owned subsidiaries of the Company.


                                       17
<PAGE>

                                 Balance Sheets
                        June 28, 2002 and March 29, 2002

<TABLE>
<CAPTION>

                                                                    As of June 28, 2002
                                                ________________________________________________________
                                                                Guarantor
                                                  Parent      Subsidiaries   Eliminations   Consolidated
                                                _________     ____________   ____________   ____________

<S>                                             <C>           <C>                 <C>          <C>
Current Assets:
   Cash and cash equivalents...............     $ 59,936      $  10,410             --      $  70,346
   Accounts receivable, net................       76,837        148,248             --        225,085
   Inventories, net........................       52,044        110,558             --        162,602
   Intercompany receivables................      136,958       (136,958)            --             --
   Other current assets....................        7,823         26,848             --         34,671
                                                _________     ____________   ____________   ____________
            Total current assets...........      333,598        159,106             --        492,704
Property and equipment, net................       55,680         28,363             --         84,043
Other Assets:
   Goodwill, net...........................        9,788         50,856             --         60,644
   Intangibles, net........................        3,088         11,319             --         14,407
   Investment in subsidiary................          286         28,083       $(28,369)            --
   Other noncurrent assets.................       11,752         19,383             --         31,135
                                                _________     ____________   ____________   ____________
            Total assets...................     $414,192      $ 297,110       $(28,369)     $ 682,933
                                                =========     ============   ============   ============

Current Liabilities:
   Accounts payable........................     $ 62,878       $106,493             --      $ 169,371
   Other current liabilities...............       28,808         16,744             --         45,552
                                                _________     ____________   ____________   ____________
            Total current liabilities......       91,686        123,237             --        214,923

Long-term debt, net of current portion.....      125,000             --             --        125,000
Other......................................       13,455          2,455             --         15,910
                                                _________     ____________   ____________   ____________
            Total liabilities..............      230,141        125,692             --        355,833
                                                _________     ____________   ____________   ____________

Shareholders' Equity:
   Common stock............................          713            329       $   (330)           712
   Additional paid-in capital..............      191,666        150,150          8,326        350,142
   Accumulated (deficit) earnings..........       (8,328)        20,939        (36,365)       (23,754)
                                                _________     ____________   ____________   ____________
            Total shareholders' equity.....      184,051        171,418        (28,369)       327,100
                                                _________     ____________   ____________   ____________
            Total liabilities and
               shareholders' equity........     $414,192       $297,110       $(28,369)     $ 682,933
                                                =========     ============   ============   ============
</TABLE>

                                       18
<PAGE>





                           Balance Sheets (Continued):

<TABLE>
<CAPTION>
                                                                    As of March 29, 2002
                                                ________________________________________________________
                                                                Guarantor
                                                  Parent      Subsidiaries   Eliminations   Consolidated
                                                _________     ____________   ____________   ____________

<S>                                             <C>            <C>                <C>           <C>
Current Assets:
   Cash and cash equivalents...............     $ 39,531       $ 14,043             --       $ 53,574
   Accounts receivable, net................       78,911        148,044             --        226,955
   Inventories, net........................       48,706        104,217             --        152,923
   Intercompany receivables................      157,314       (157,314)            --             --
   Other current assets....................       13,517         25,351             --         38,868
                                                _________     ____________   ____________   ____________
            Total current assets...........      337,979        134,341             --        472,320
Property and equipment, net................       55,449         29,392             --         84,841
Other Assets:
   Goodwill, net...........................        9,788         50,856             --         60,644
   Intangibles, net........................        2,777         12,418             --         15,195
   Investment in subsidiary................          286         28,083       $(28,369)            --
   Other noncurrent assets.................       11,074         19,334             --         30,408
                                                _________     ____________   ____________   ____________
            Total assets...................     $417,353       $274,424       $(28,369)      $663,408
                                                =========     ============   ============   ============

Current Liabilities:
   Accounts payable........................     $ 62,181       $ 84,513             --       $146,694
   Other current liabilities...............       33,038         17,733             --         50,771
                                                _________     ____________   ____________   ____________
            Total current liabilities......       95,219        102,246             --        197,465

Long-term debt, net of current portion.....      125,000             --             --        125,000
Other .....................................       13,853          2,642             --         16,495
                                                _________     ____________   ____________   ____________
            Total liabilities..............      234,072        104,888             --        338,960
                                                _________     ____________   ____________   ____________

Shareholders' Equity:
   Common stock............................          713            329       $   (330)           712
   Additional paid-in capital..............      191,567        150,150          8,326        350,043
   Accumulated (deficit) earnings..........       (8,999)        19,057        (36,365)       (26,307)
                                                _________     ____________   ____________   ____________
            Total shareholders' equity.....      183,281        169,536        (28,369)       324,448
                                                _________     ____________   ____________   ____________
            Total liabilities and
               shareholders' equity........     $417,353       $274,424       $(28,369)      $663,408
                                                =========     ============   ============   ============
</TABLE>



                                       19
<PAGE>


                            Statements of Operations
           For the Three Months Ended June 28, 2002 and June 29, 2001

<TABLE>
<CAPTION>

                                                               Three Months Ended June 28, 2002
                                                             ______________________________________
                                                                         Guarantor
                                                             Parent     Subsidiaries   Consolidated
                                                             ________   ____________   ____________

<S>                                                          <C>           <C>            <C>
Net sales.............................................       $154,915      $308,316       $463,231
Cost of goods sold....................................        107,738       245,952        353,690
                                                             ________   ____________   ____________
            Gross profit..............................         47,177        62,364        109,541
General and administrative expenses...................         31,137        43,393         74,530
Selling expenses......................................         14,647        13,866         28,513
                                                             ________   ____________   ____________
            Income from operations....................          1,393         5,105          6,498
Other income (expense)................................          1,116        (3,491)        (2,375)
                                                             ________   ____________   ____________
Income before provision for income taxes..............          2,509         1,614          4,123
Provision (benefit) for income taxes..................          1,838          (268)         1,570
                                                             ________   ____________   ____________
Net income............................................       $    671      $  1,882       $  2,553
                                                             ========   ============   ============
</TABLE>


<TABLE>
<CAPTION>
                                                                        Three Months Ended June 29, 2001
                                                             ______________________________________________________
                                                                         Guarantor     Nonguarantor
                                                             Parent     Subsidiaries    Subsidiary     Consolidated
                                                             ________   ____________   ___________     ____________

<S>                                                          <C>           <C>               <C>          <C>
Net sales.............................................       $144,095      $302,214          $431         $446,740
Cost of goods sold....................................        102,623       242,078           295          344,996
                                                             ________   ____________   ___________     ____________
            Gross profit..............................         41,472        60,136           136          101,744
General and administrative expenses...................         26,621        41,787            53           68,461
Selling expenses......................................         12,808        13,678            13           26,499
International Business exit charge....................             --            --          (514)            (514)
                                                             ________   ____________   ___________     ____________
            Income from operations....................          2,043         4,671           584            7,298
Other (expense) income ...............................            778        (3,831)          (14)          (3,067)
                                                             ________   ____________   ___________     ____________
Income before provision (benefit) for income taxes
   and cumulative effect of accounting change.........          2,821           840           570            4,231
Provision (benefit) for income taxes..................          2,151          (610)           --            1,541
                                                             ________   ____________   ___________     ____________
Income before cumulative effect of accounting change..            670         1,450           570            2,690
Cumulative effect of accounting change................             --       (90,045)           --          (90,045)
                                                             ________   ____________   ___________     ____________
Net income (loss).....................................       $    670      $(88,595)         $570         $(87,355)
                                                             ========   ============   ===========     ============
</TABLE>



                                       20
<PAGE>



                            Statements of Cash Flows
           For the Three Months Ended June 28, 2002 and June 29, 2001

<TABLE>
<CAPTION>

                                                                 Three Months Ended June 28, 2002
                                                              _______________________________________
                                                                           Guarantor
                                                              Parent      Subsidiaries   Consolidated
                                                              __________  ____________   ____________

<S>                                                            <C>          <C>            <C>
Net income.............................................        $    671     $ 1,882        $ 2,553
                                                              __________  ____________   ____________
Net cash provided by operating activities..............           2,584      17,522         20,106
                                                              __________  ____________   ____________
Cash Flows From Investing Activities:
   Capital expenditures................................          (2,587)       (722)        (3,309)
   Payments on noncompete agreements...................             (12)        (94)          (106)
   Proceeds from sales of property and equipment.......              --          11             11
                                                              __________  ____________   ____________
            Net cash used in investing activities......          (2,599)       (805)        (3,404)
                                                              __________  ____________   ____________
Cash Flows From Financing Activities:
   Proceeds from issuance of common stock..............              70          --             70
   Inter-company borrowings............................          20,350     (20,350)            --
                                                              __________  ____________   ____________
            Net cash provided by (used in) financing
               activities..............................          20,420     (20,350)            70
                                                              __________  ____________   ____________
Net increase (decrease) in cash and cash equivalents...          20,405      (3,633)        16,772
Cash and cash equivalents, beginning of year...........          39,531      14,043         53,574
                                                              __________  ____________   ____________
Cash and cash equivalents, end of year.................         $59,936     $10,410        $70,346
                                                              ==========  ============   ============
</TABLE>



<TABLE>
<CAPTION>

                                                                         Three Months Ended June 29, 2001
                                                              _______________________________________________________
                                                                            Guarantor     Nonguarantor
                                                                Parent    Subsidiaries    Subsidiary     Consolidated
                                                              __________  ____________   ____________    ____________
<S>                                                           <C>          <C>                 <C>        <C>
Net income (loss)......................................       $     670    $(88,595)           $570       $(87,355)
                                                              __________  ____________   ____________    ____________
Net cash provided by operating activities..............          24,940      17,549              55         42,544
                                                              __________  ____________   ____________    ____________
Cash Flows From Investing Activities:
   Capital expenditures................................          (4,966)     (1,142)             --         (6,108)
   Payments on noncompete agreements...................             (29)       (109)             --           (138)
   Proceeds from sale of property and equipment........              35          11              --             46
   Proceeds from sale of marketable security...........              50          --              --             50
   Proceeds from sale of International Business........             610          --            (388)           222
                                                              __________  ____________   ____________    ____________
            Net cash used in investing activities......          (4,300)     (1,240)           (388)        (5,928)
                                                              __________  ____________   ____________    ____________
Cash Flows From Financing Activities:
   Net borrowings......................................         (42,640)        (10)             --        (42,650)
   Inter-company borrowings............................           5,873      (6,206)            333             --
   Other...............................................              (4)         --              --             (4)
                                                              __________  ____________   ____________    ____________
            Net cash (used in) provided by financing
               activities..............................         (36,771)     (6,216)            333        (42,654)
                                                              __________  ____________   ____________    ____________
Net (decrease) increase in cash and cash equivalents...         (16,131)     10,093              --         (6,038)
Cash and cash equivalents, beginning of year...........          31,725       2,649              --         34,374
                                                              __________  ____________   ____________    ____________
Cash and cash equivalents, end of year.................        $ 15,594     $12,742            $ --       $ 28,336
                                                              ==========  ============   ============    ============
</TABLE>

9.       SUBSEQUENT EVENT

On July 30, 2002, the Company's Board of Directors approved a stock repurchase
program authorizing the Company, depending upon market conditions and other
factors, to repurchase up to a maximum of 5% of its common stock, or
approximately 3.6 million common shares, in the open market, in privately
negotiated transactions or otherwise. Such repurchases will be made in
compliance with applicable rules and regulations and the terms of the Company's
debt agreements, and may be discontinued at any time.


                                       21
<PAGE>



                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT


The Board of Directors and Shareholders
PSS World Medical, Inc.:

We have reviewed the consolidated balance sheet of PSS World Medical, Inc. and
subsidiaries as of June 28, 2002, and the related consolidated statements of
operations and cash flows for the three-month period ended June 28, 2002. These
consolidated financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with accounting principles generally accepted in the United
States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of PSS
World Medical, Inc. and subsidiaries as of March 29, 2002, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the year then ended (not presented herein); and in our report dated May 22,
2002, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
consolidated balance sheet as of March 29, 2002, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.



                                                           /s/   KPMG LLP

Jacksonville, Florida
July 31, 2002






                                       22
<PAGE>

ITEM 2.  Management's Discussion and Analysis Of Financial Condition
         and Results of Operations


General

PSS World Medical, Inc. (the "Company" or "PSSWM"), a Florida corporation, is a
specialty marketer and distributor of medical products to physician offices,
alternate-site and acute imaging providers, long-term care and home care
providers through 69 full-service centers to customers in all 50 states. Since
its inception in 1983, the Company has become a leader in the three market
segments it serves as a result of a focused and differentiated approach to
customer service, a consultative sales force, unique arrangements with product
manufacturers, innovative information systems, and a culture of performance.

Physician Sales & Service ("PSS" or the "Physician Supply Business"), a division
of the Company,  is a leading  distributor of medical supplies,  equipment,  and
pharmaceuticals  to primary care  office-based  physicians  in the United States
based on revenues, number of physician-office  customers,  number and quality of
sales   representatives,   and  number  of  products  distributed  under  unique
arrangements.  PSS currently operates 42 full-service centers with approximately
717 sales representatives serving physician offices in all 50 states.

Diagnostic Imaging, Inc. ("DI" or the "Imaging Business"), a wholly owned
subsidiary, is a leading distributor of medical diagnostic imaging supplies,
chemicals, equipment, and services to the acute and alternate-care markets in
the United States based on consumable revenues, number of service specialists,
and number of sales representatives. DI currently operates 14 full-service
centers, 36 distribution centers, and 16 break-freight locations with
approximately 765 service specialists and 196 sales representatives serving
customer sites in 42 states. The Imaging Business' primary markets are
acute-care radiology departments, free-standing imaging centers, private
practice physicians, veterinarians, and chiropractors.

Gulf South Medical Supply, Inc. ("Gulf South" or the "Long-Term Care Business"),
a wholly owned subsidiary, is a leading national distributor of medical supplies
and related products to the long-term care industry in the United States based
on revenues and number of sales representatives. Gulf South currently operates
13 full-service centers with approximately 122 sales representatives serving
long-term care accounts in all 50 states. The Long-Term Care Business' primary
markets are independent, regional, and national skilled nursing facilities,
assisted living centers, and home care providers.


INDUSTRY

According to industry estimates, the United States medical supply and equipment
segment of the healthcare industry represents approximately a $45 billion market
comprised of medical products and equipment which are distributed to acute care
facilities, home healthcare agencies, imaging centers, physician offices, dental
offices, and long-term care facilities. The Company's primary focus is the
distribution of medical products to physician offices, alternate-site and acute
imaging providers, long-term care and home care providers. Approximately 60% of
products in this market come through the distributor channel, representing a $27
billion market potential for the Company.

Revenues of the medical products distribution industry are estimated to be
growing as a result of a growing and aging population, increased healthcare
awareness, the proliferation of medical technology and testing, and expanding
third-party insurance coverage. In addition, the physician market continues to
benefit from the shift of procedures and diagnostic testing from hospitals to
alternate sites, particularly physician offices, despite a migration of
significantly lower hospital medical product pricing into the physician office
market. Also, as the cosmetic surgery and elective procedure markets continue to
grow, physicians are increasingly performing more procedures in their offices.

                                       23
<PAGE>

The healthcare industry is subject to extensive government regulation,
licensure, and operating procedures. National healthcare reform has been the
subject of a number of legislative initiatives by Congress. Additionally,
government and private insurance programs fund the cost of a significant portion
of medical care in the United States. In recent years, government-imposed limits
on reimbursement of hospitals, long-term care facilities, and other healthcare
providers have affected spending budgets in certain markets within the medical
products industry. During 1997, the Balanced Budget Act passed by Congress made
significant changes to reimbursements for nursing homes and home care providers.
The industry continues to be impacted by these changes.

Over the past few years, the healthcare industry has undergone significant
consolidation. Physician provider groups, long-term care facilities, and other
alternate-site providers, along with hospitals, continue to consolidate,
creating new and larger customers. The majority of the market serviced by the
Company continues to include small customers, with no single customer exceeding
10% of the consolidated Company's net sales. However, the Long-Term Care
Business depends on a limited number of large customers for a significant
portion of its net sales, and approximately 34% of Long-Term Care Business'
revenues for the three months ended June 28, 2002 represented sales to its top
five customers.


NEW ACCOUNTING PRONOUNCEMENT

During June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ("SFAS 146"). SFAS 146 addresses
the financial accounting and reporting for costs associated with exit or
disposal activities, and eliminates the definition and requirements for
recognition of exits costs in Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS
146 will require that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. It also establishes that
fair value is the objective for initial measurement of the liability. The
Company will apply the provisions of SFAS 146 for exit or disposal activities
that are initiated after December 31, 2002, the effective date of this
statement.

THREE MONTHS ENDED JUNE 28, 2002 VERSUS THREE MONTHS ENDED JUNE 29, 2001

Net Sales.

                             Three Months Ended
                             ____________________
(dollars in millions)         June 28,   June 29,    Increase
                                2002        2001    (Decrease)
                             _________   ________   __________
Physician Supply Business...  $182.9       $171.4      $11.5
Imaging Business............   176.8        179.5       (2.7)
Long-Term Care Business.....   103.5         95.4        8.1
Other.......................    --            0.4       (0.4)
                             _________   ________   __________
            Total Company...  $463.2       $446.7      $16.5
                             =========   ========   ==========

Physician Supply Business--The change in net sales is primarily  attributable to
an increase in medical  disposables  sales of  approximately  $13.4 million,  of
which private label and pharmaceuticals  sales represented  approximately 34% of
this growth,  offset by a slight decrease in equipment  sales. The launch of the
new pediatrics SRxSM module  contributed to the increase in medical  disposables
sales and the  addition of 26 new sales  representatives  increased  overall net
sales.   The  decrease  in  equipment   sales   primarily   resulted   from  the
discontinuance of the marketing and distribution of a product line.

Imaging Business--The change in net sales is primarily attributable to a decline
in analog film and chemistry product sales of approximately $3.0 million as a
result of customer conversions from wet x-ray film handling to dry lasers that
eliminate the need for certain consumable products such as film chemistry. This
decrease was partially offset by an increase in total equipment sales of
approximately $0.6 million related to growth derived from the Women's Health
strategic business unit ("SBU").

                                       24
<PAGE>

Long-Term Care Business--The increase in net sales is primarily attributable to
the ANSWERS(TM) marketing program that aligns improved business processes ("best
practices"), typically in the ordering process of nursing home operations and
purchasing, with efficient distribution activities. To date, over 150 customers
have adopted the program, which generated approximately $3.3 million of
incremental revenue during the three months ended June 28, 2002. In addition,
net sales increased due to growth initiatives that are focusing on regional
accounts and expansion of product line.

Other--The Company's European operations (the "International Business"), which
were divested during the three months ended June 29, 2001, reported net sales of
$0.4 million during the three months ended June 29, 2001.

Gross Profit. Gross profit for the three months ended June 28, 2002 totaled
$109.5 million, an increase of $7.8 million, or 7.7%, from gross profit of
$101.7 million for the three months ended June 29, 2001. Gross profit as a
percentage of net sales was 23.6% and 22.8% for the three months ended June 28,
2002 and June 29, 2001, respectively. The increase in gross profit is
attributable to (i) the overall increase in net sales described above, (ii) a
change in sales mix to higher gross profit consumable products in the Physician
Supply Business and equipment in the Imaging Business, (iii) an increase in
manufacturer incentive rebates earned by the Company, and (iv) improved purchase
economies resulting from the centralization of the purchasing function and
consolidation of vendors.

General and Administrative Expenses.
<TABLE>
<CAPTION>

                                        Three Months Ended
                               ________________________________________
                               June 28, 2002          June 29, 2001
                               ________________      __________________
                                          % of                   % of
                                           Net                    Net     Increase
(dollars in millions)          Amount     Sales      Amount      Sales   (Decrease)
                               ______     _____      ______      ______  __________
<S>                            <C>        <C>         <C>        <C>        <C>
Physician Supply Business...   $33.3      18.2%       $29.0      16.9%      $4.3
Imaging Business............    22.0      12.4         21.2      11.8        0.8
Long-Term Care Business.....    17.6      17.0         17.3      18.1        0.3
Other.......................     1.6       --           1.0       --         0.6
                               ______     _____      ______      ______  __________
            Total Company...   $74.5      16.1%       $68.5      15.3%      $6.0
                               ======     =====      ======      ======  ==========
</TABLE>

During fiscal year 2002, the Company initiated and invested in programs to
support future profitability and growth. The cost of these programs include (i)
additional depreciation expense for completed phases of its Enterprise Resource
Planning ("ERP") system, electronic commerce platforms (including myPSS.com and
myDIOnline.com), and supply chain integration, (ii) employee and consulting fees
incurred for the rollout of ERP and electronic commerce platforms, (iii)
consulting fees for assistance in the validation of its strategic plan and other
expenses for business process improvements, and (iv) investments in
enterprise-wide learning initiatives to increase employee competencies and
knowledge and conform to consistent business practices. The additional costs
associated with these programs are continuing into fiscal year 2003.

Physician Supply Business--The change in general and administrative expenses is
primarily attributable to (i) an increase in salary and travel expenses as a
result of the conversion to the new ERP system and the restructuring plan that
was adopted during the fourth quarter of fiscal year 2002 ("rationalization
programs"), (ii) an increase in employee incentive compensation as a result of
improved branch profitability, and (iii) additional depreciation for completed
phases of its ERP system, myPSS.com electronic commerce platform, and supply
chain initiatives.

Imaging Business--The change in general and administrative expenses is primarily
attributable to (i) an increase in salary and contract labor expenses as a
result of the centralization of the call dispatch function to Jacksonville,
Florida, (ii) an increase in expenses related to the Fiscal Year 2003 National
Sales Meeting as there was no such meeting in the prior fiscal period, and (iii)
an increase in depreciation expense related to the myDIOnline.com electronic
commerce platform and supply chain initiatives.

Long-Term Care Business--The change in general and administrative expenses is
primarily attributable to (i) an increase in salary expense and employee
incentive compensation as a result of improved profitability and (ii) an
increase in amortization expense for an impaired noncompete intangible asset,
offset by a decrease in warehouse expenses as a result of closing a satellite
service center.

                                       25
<PAGE>

Other--The increase in general and administrative expenses is primarily
attributable to (i) an increase in salary expense as a result of the supply
chain initiative and two executive positions filled during fiscal year 2002 and
(ii) an increase in depreciation expense for the supply chain initiative and
leasehold improvements related to the centralization of certain administrative
functions to the corporate headquarters located in Jacksonville, Florida.

General  and   administrative   expenses   also  include   charges   related  to
restructuring  activity,   merger  activity,  and  other  items.  These  charges
increased approximately $0.9 million during the three months ended June 28, 2002
compared to the same period of the prior  fiscal  period.  The  following  table
summarizes  special  charges  that are  included in general  and  administrative
expenses  in  the  accompanying   consolidated   statements  of  operations  (in
millions):

<TABLE>
<CAPTION>
                                                              Three Months Ended June 28, 2002
                                                ___________________________________________________________
                                                Physician                    Long-
                                                 Supply        Imaging      Term Care
                                                Business       Business     Business       Other      Total
                                                _________     _________     _________     ________   ______


<S>                                                <C>            <C>            <C>     <C>         <C>
      Restructuring costs and expenses..           $0.7           $0.2           $--     $  --       $0.9
      Merger costs and expenses.........            --             --             --        0.5       0.5
      Accelerated depreciation..........            0.1            --             --        --        0.1
      Reversal of operational tax charge            --             --             --       (0.1)     (0.1)
      Other.............................            0.1            --             --        --        0.1
                                                _________     _________     _________     ________   ______
                  Total.................           $0.9           $0.2           $--       $0.4      $1.5
                                                =========     =========     =========     ========   ======
      Percent of net sales..............            0.5%           0.1%           --        --        0.3%

</TABLE>

<TABLE>
<CAPTION>

                                                              Three Months Ended June 29, 2001
                                               ___________________________________________________________
                                                Physician                    Long-
                                                 Supply        Imaging      Term Care
                                                Business       Business     Business       Other      Total
                                                _________     _________     _________     ________   ______

<S>                                                <C>            <C>            <C>       <C>           <C>
      Restructuring costs and expenses..         $0.1           $0.3           $0.1         $ --     $ 0.5
      Merger costs and expenses.........          --            (0.2)           --            0.8      0.6
      Reversal of operational tax charge          --             --             --           (0.5)    (0.5)
                                                _________     _________     _________     ________   ______
                  Total.................         $0.1           $0.1           $0.1         $ 0.3    $ 0.6
                                                =========     =========     =========     ========   ======
      Percent of net sales..............          0.1%           0.1%           0.1%          --       0.1%

</TABLE>

         Restructuring Costs and Expenses

         Restructuring costs and expenses for the three months ended June 28,
         2002 and June 29, 2001 primarily include (i) costs expensed as incurred
         related to the Physician Supply Business' and the Imaging Business'
         restructuring plans that were adopted during the fourth quarter of
         fiscal year 2002 and (ii) costs expensed as incurred related to various
         restructuring plans that were adopted in prior fiscal years. Refer to
         Note 3, Accrued Restructuring Costs and Expenses, for further details
         regarding these plans.

         Physician Supply Business Plan Adopted During the Fourth Quarter of
         Fiscal Year 2002. The total estimated costs related to this plan are
         approximately $6.5 million, of which approximately $4.1 million and
         $0.6 million was recognized during fiscal year 2002 and the three
         months ended June 28, 2002, respectively, and approximately $1.7
         million will be expensed as incurred during the remaining nine months
         of fiscal year 2003. Management anticipates that this plan will be
         completed by the end of the fourth quarter of fiscal year 2003. During
         the three months ended June 28, 2002, the Physician Supply Business
         recorded charges of $0.6 million, which include branch shut down costs
         of $0.3 million, involuntary employee termination costs of $0.2
         million, and employee relocation costs of $0.1 million.

                                       26
<PAGE>


         Imaging Business Plan Adopted During the Fourth Quarter of Fiscal Year
         2002. The total estimated costs related to this plan are approximately
         $3.0 million, of which approximately $2.0 million and $0.2 million was
         recognized during fiscal year 2002 and the three months ended June 28,
         2002, respectively, and approximately $0.8 million will be expensed as
         incurred during the remaining nine months of fiscal year 2003.
         Management anticipates that this plan will be completed by the end of
         fiscal year 2003. During the three months ended June 28, 2002, the
         Imaging Business recorded charges of $0.2 million, which include branch
         shutdown costs of $0.1 million, and employee relocation costs of $0.1
         million.

         Various Restructuring Plans Adopted in Prior Fiscal Years. During the
         three months ended June 28, 2002 and June 29, 2001, the Company
         recorded $0.1 million and $0.5 million, respectively, of restructuring
         costs as incurred. These costs primarily relate to costs to pack and
         move inventory, costs to set up new facilities, employee relocation
         costs, and other related facility closure costs.

         Merger Costs and Expenses

         Merger costs and expenses for the three months ended June 28, 2002 and
         June 29, 2001 primarily include costs related to employee retention
         bonuses, costs expensed as incurred related to various merger plans
         that were adopted in prior fiscal years, and adjustments to previous
         estimates.

         Effective February 1, 2000, the Board of Directors approved and adopted
         an Officer Retention Bonus Plan and a Corporate Office Employee
         Retention Bonus Plan (collectively the "Retention Plans"). As part of
         the Company's strategic alternatives process, management adopted these
         plans to retain certain officers and key employees during the strategic
         alternatives transition period. The total cash compensation costs
         related to these plans is approximately $10.1 million, of which $8.6
         million was expensed in prior fiscal years. Approximately $0.5 million
         was recognized during the three months ended June 28, 2002 and an
         additional $1.0 million is estimated to be expensed during the
         remaining nine months of fiscal year 2003. During the three months
         ended June 29, 2001, the Company expensed approximately $0.8 million.

         During the three months ended June 29, 2001, the Company reversed
         approximately $0.2 million, which primarily related to accrued lease
         termination costs.

         Accelerated Depreciation

         The Physician Supply Business identified certain assets that would be
         replaced or disposed of as a result of the restructuring plan that was
         implemented during the fourth quarter of fiscal year 2002. Pursuant to
         SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to Be
         Disposed Of," the Company evaluated the recoverability of the assets
         and determined that impairment did not exist at the division level.
         Therefore, management revised the estimated useful lives of certain
         assets in accordance with Accounting Principles Board No. 20,
         "Accounting Changes." As a result of shortening the useful lives during
         the fourth quarter of fiscal year 2002 to coincide with the disposal
         date, the Company recorded $0.1 million of accelerated depreciation
         during the three months ended June 28, 2002. The effect of this change
         in estimate decreased basic and diluted earnings per share by less than
         $0.01 for the three months ended June 28, 2002.

         Reversal of Operational Tax Charge

         During the three months ended June 28, 2002 and June 29, 2001, the
         Company performed an analysis and reversed approximately $0.1 million
         and $0.5 million, respectively, of a previously recorded operating tax
         charge reserve.

         Other

         During the three months ended June 28, 2002, the Company incurred $0.1
         million primarily relating to certain lease termination costs for
         locations that were previously vacated in connection with prior
         restructuring plans.


                                       27
<PAGE>

Selling Expenses.
<TABLE>
<CAPTION>

                                        Three Months Ended
                               ________________________________________
                               June 28, 2002          June 29, 2001
                               ________________      __________________
                                          % of                   % of
                                           Net                    Net      Increase
(dollars in millions)          Amount     Sales      Amount      Sales    (Decrease)
                               ______     _____      ______      ______   __________

<S>                            <C>         <C>        <C>         <C>       <C>
Physician Supply Business...   $17.3       9.5%       $15.2       8.9%      $2.1
Imaging Business............     8.2       4.6          8.3       4.6       (0.1)
Long-Term Care Business.....     3.0       2.9          3.0       3.1        --
Other.......................     --         --          --         --        --
                               ______     _____      ______      ______   __________
            Total Company...   $28.5       6.2%       $26.5       5.9%      $2.0
                               ======     =====      ======      ======   ==========
</TABLE>

Physician Supply Business--The change in selling expenses is primarily
attributable to an increase in sales commission expense due to increased sales
volume and the addition of 26 new sales representatives. Commissions are
generally paid to sales representatives based on gross profit as a percentage of
net sales. Gross profit as a percent of net sales slightly increased period to
period.

Imaging Business--The change in selling expenses is primarily attributable to a
strong focus on controlling costs coupled with a decrease in training expense.
Selling expense as a percent of net sales remained relatively unchanged.

Long-Term Care Business--Although net sales increased, selling expenses remained
relatively constant from period to period. Commissions are generally paid to
sales representatives based on gross profit as a percentage of net sales. Gross
profit as a percent of net sales remained relatively unchanged from period to
period.

International Business Exit Charge Reversal. During fiscal year 2001, the
Company adopted a plan for divesting the International Business and recorded a
charge of approximately $14.9 million. The sale of the International Business
was completed during the three months ended June 29, 2001. Upon completion of
the sale, the Company recorded a reversal of $0.5 million of the previously
established charge due to lower than expected costs to exit the operations.

Income from Operations.

                                   Three Months Ended
                                   ____________________
(dollars in millions)              June 28,   June 29,     Increase
                                     2002        2001     (Decrease)
                                   ____________________   __________

Physician Supply Business...        $ 5.5        $ 5.7      $(0.2)
Imaging Business............         (1.2)         0.1       (1.3)
Long-Term Care Business.....          3.8          1.8        2.0
Other.......................         (1.6)        (0.3)      (1.3)
                                   ________   _________   __________
            Total Company...        $ 6.5        $ 7.3      $(0.8)
                                   ========   =========   ==========

Income from operations for each business segment changed due to the factors
discussed above.

Interest Expense. Interest expense for the three months ended June 28, 2002
totaled $3.1 million, a decrease of $1.2 million, or 27.9%, from interest
expense of $4.3 million for the three months ended June 29, 2001. The decrease
is primarily attributable to lower outstanding debt balances under the Company's
revolving credit agreement over the prior period partially offset by the
accelerated amortization of approximately $0.4 million of debt issuance costs as
a result of refinancing the prior credit facility on May 24, 2001.

Interest and Investment Income. Interest and investment income totaled $0.2
million for each of the three month periods ended June 28, 2002 and June 29,
2001. Although cash and cash equivalents have increased significantly from
period to period, interest and investment income remained unchanged primarily
due to a general reduction in interest rates.

Other Income. Other income for the three months ended June 28, 2002 totaled $0.5
million, a decrease of $0.5 million, or 50.0%, from other income of $1.0 million
for the three months ended June 29, 2001. The decrease in other income is
primarily attributable to a decrease in finance charge income on customer
accounts and an increase in losses incurred on the sales of property and
equipment.

Provision for Income Taxes. Provision for income taxes was $1.6 million for the
three months ended June 28, 2002, a change of $0.1 million from the provision
for income taxes of $1.5 million for the three months ended June 29, 2001. The
effective income tax rate was approximately 38.1% and 36.4% for the three months
ended June 28, 2002 and June 29, 2001, respectively. The increase in the
effective rate is primarily attributable to (i) an increase in unfavorable
permanent items and (ii) an increase in the income before provision for income
taxes, excluding the effect of the International Business, offset by a valuation
allowance recorded during fiscal year 2002 against certain deferred tax assets
resulting from capital loss carryforwards generated from the sale of the
International Business.

                                       28
<PAGE>

Net Income (Loss). Net income for the three months ended June 28, 2002 totaled
$2.6 million compared to a net loss of $87.4 million. The net loss for the three
months ended June 29, 2001 primarily related to a goodwill impairment charge of
$90.0 million, net of income taxes of $14.4 million, recorded as a cumulative
effect of an accounting change due to the implementation of SFAS 142, "Goodwill
and Other Intangible Assets." Excluding the charge for the cumulative effect of
accounting change, net income remained unchanged from period to period.

LIQUIDITY AND CAPITAL RESOURCES

As the Company's business grows, its cash and working capital requirements will
also continue to increase as a result of the anticipated growth of the Company's
operations. This growth will be funded through a combination of cash flows from
operating activities, revolving credit borrowings, and other financing
arrangements.

Statement of Cash Flows Discussion

Net cash  provided by operating  activities  was $20.1 million and $42.5 million
for the three months ended June 28, 2002 and June 29, 2001, respectively. During
the three months ended June 29, 2002, cash flows from operating  activities were
positively  impacted by noncash items of $6.0 million  related to  depreciation,
amortization  of  intangible  assets,   amortization  of  debt  issuance  costs,
provision for doubtful  accounts,  and benefit for deferred  income taxes.  Cash
flows from operating  activities were also positively  impacted by the continued
implementation of working capital reduction initiatives that started in the last
half of fiscal year 2001 and continued  into fiscal year 2003.  During the three
months ended June 28,  2002,  accounts  payable  increased  approximately  $22.4
million,   accounts  receivable   decreased   approximately  $0.8  million,  and
inventories  increased  approximately  $9.7  million,  resulting  in a net $13.5
million  decrease  in  operating  working  capital,  which  positively  impacted
operating  cash  flows.  Approximately  $8.0  million  of the  accounts  payable
increase resulted from the timing of vendor payments at quarter end. The Company
expects accounts payable levels to decrease in subsequent  periods and return to
a normal level.  In addition,  inventories at the Physician  Supply Business and
Imaging  Business  increased   approximately  $3.7  million  and  $6.4  million,
respectively.  The Company believes these increases are the short-term result of
the  rationalization  programs  (e.g.,  conversion  to the new ERP system at the
Physician Supply Business and the  centralization of the purchasing  function at
the Physician  Supply Business and Imaging  Business) and the goal of minimizing
customer  disruptions  during these process  changes.  Management  expects these
levels to decrease in future periods once standard stock levels are measured and
optimal  service levels are achieved.  The change in prepaid  expenses and other
current assets and other assets, net of the change in accrued expenses and other
liabilities, resulted in a reduction of approximately $2.0 million of cash flows
from operations which included the collection of  approximately  $4.2 million in
refunds from the Internal Revenue Service and various states.

Net cash used in investing  activities was $3.4 million and $5.9 million for the
three  months ended June 28, 2002 and June 29,  2001,  respectively.  During the
three months ended June 28, 2002 and June 29, 2001, capital expenditures related
to the continued  development of the Company's ERP system,  electronic  commerce
platforms, and supply chain integration were approximately $0.2 million and $3.6
million,  respectively.  During  fiscal  year 2003,  the  Company is focusing on
reducing  overall  capital  expenditures  and expects  reduced levels of capital
expenditures with the planned  completion of the ERP system  conversions  during
the first quarter of fiscal year 2004.

Net cash provided by financing activities was $0.1 million for the three months
ended June 28, 2002 compared to net cash used in financing activities of $42.7
million for the three months ended June 29, 2001. During the three months ended
June 28, 2002, no amounts were outstanding under the revolving credit agreement.
During fiscal year 2002, the Company repaid a significant amount of debt
outstanding under the agreement using cash flows from operating activities.

Operating Trends

The Company had working capital of $277.8 million and $274.9 million as of June
28, 2002 and March 29, 2002, respectively. Accounts receivable, net of
allowances, were $225.1 million and $227.0 million at June 28, 2002 and March
29, 2002, respectively. The average number of days sales in accounts receivable
outstanding was approximately 43.9 and 43.8 days for the three months ended June
28, 2002 and March 29, 2002, respectively. For the three months ended June 28,
2002, the Company's Physician Supply, Imaging, and Long-Term Care Businesses had
days sales in accounts receivable of approximately 44.5, 39.3, and 50.8 days,
respectively.

                                       29
<PAGE>

Inventories were $162.6 million and $152.9 million as of June 28, 2002 and March
29, 2002, respectively. The Company had inventory turnover of 9.0x and 9.1x for
the three months ended June 28, 2002 and March 29, 2002, respectively. For the
three months ended June 28, 2002, the Company's Physician Supply, Imaging, and
Long-Term Care Businesses had inventory turnover of 9.0x, 8.2x, and 10.8x,
respectively.

The following table presents Adjusted EBITDA and other financial data for the
three months ended June 28, 2002 and June 29, 2001 (in millions):
<TABLE>
<CAPTION>


        Other Financial Data:                                                        Three Months Ended
                                                                                  ______________________
                                                                                   June 28,    June 29,
                                                                                     2002         2001
                                                                                  _________   __________


         <S>                                                                          <C>         <C>
        Income from operations................................................     $  6,498    $  7,298
        Plus:  Other income...................................................          534         996
        Plus:  Depreciation and amortization of intangible assets.............        5,592       4,291
        Plus:  Charges included in general and administrative expenses (d)....        1,377         592
        Plus:  International Business exit charge reversal....................           --        (514)
                                                                                  _________   __________
        Adjusted EBITDA (a)...................................................     $ 14,001    $ 12,663

        Interest expense......................................................     $  3,130    $  4,251
        Interest coverage (b).................................................          4.5x        3.0x
        Adjusted EBITDA Margin (c)............................................          3.0%        2.8%

        Net cash provided by operating activities.............................     $ 20,106    $ 42,544
        Net cash used in investing activities.................................      (3,404)      (5,928)
        Net cash provided by (used in) financing activities...................          70      (42,654)

                                                                                           As of
                                                                                  ______________________
                                                                                   June 28,    June 29,
                                                                                     2002         2001
                                                                                  _________   __________

        Return on committed capital (e) (d)                                            12.6%       10.7%
        Ratio of debt to capitalization (f)                                            27.6%       31.8%
</TABLE>


(a)      Adjusted EBITDA represents income from operations, plus other income,
         depreciation and amortization of intangible assets, charges included in
         general and administrative expenses (refer to Note 2, Charges Included
         in General and Administrative Expenses, in the accompanying
         consolidated financial statements), and International Business exit
         charge reversal. Adjusted EBITDA excludes interest expense and
         provision for income taxes. Adjusted EBITDA is not a measure of
         performance or financial condition under generally accepted accounting
         principles ("GAAP").

         Adjusted EBITDA is not intended to represent cash flows from operations
         and should not be considered as an alternative measure to income from
         operations or net income computed in accordance with GAAP, as an
         indicator of the Company's operating performance, as an alternative to
         cash flows from operating activities, or as a measure of liquidity. In
         addition, Adjusted EBITDA does not provide information regarding cash
         flows from investing and financing activities which are integral to
         assessing the effects on the Company's financial position and liquidity
         as well as understanding the Company's historical growth. The Company
         believes that Adjusted EBITDA is a standard measure of liquidity
         commonly reported and widely used by analysts, investors, and other
         interested parties in the financial markets. However, not all companies
         calculate Adjusted EBITDA using the same method and the Adjusted EBITDA
         numbers set forth above may not be comparable to Adjusted EBITDA
         reported by other companies.

(b)      Interest coverage represents the ratio of Adjusted EBITDA to interest
         expense.

(c)      Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to net
         sales.

(d)      Charges included in general and administrative expenses for the three
         months ended June 28, 2002 excludes $84 of accelerated depreciation.
         Accelerated depreciation is included in depreciation and amortization
         in the Adjusted EBITDA calculation.

                                       30
<PAGE>

(e)      Return on committed capital equals Adjusted EBITDA less depreciation
         divided by the average of the two most recent fiscal quarters of total
         assets less the sum of cash and cash equivalents, goodwill, net
         intangibles, accounts payable, accrued expenses, and other current and
         noncurrent liabilities. The result of this calculation is then
         annualized.

(f)      Ratio of debt to capitalization is calculated as long-term debt plus
         current portion of long-term debt divided by the sum of long-term debt,
         current portion of long-term debt, and shareholders' equity.

Senior Subordinated Notes

The  Company's  Senior  Subordinated  Notes (the  "Notes")  are  unconditionally
guaranteed  on a  senior  subordinated  basis by all of the  Company's  domestic
subsidiaries.  Interest on the Notes accrues from the date of original  issuance
and is payable semiannually on April 1 and October 1 of each year, commencing on
April  1,  1998,  at a rate  of 8.5%  per  annum.  The  semiannual  payments  of
approximately  $5.3  million  are  expected  to be funded by the cash flows from
operating  activities of the Company.  The Notes mature on October 1, 2007,  and
are callable beginning October 1, 2002, at the option of the Company.  The Notes
contain  certain  restrictive  covenants  that,  among other  things,  limit the
Company's  ability  to incur  additional  indebtedness.  The  Company  may incur
indebtedness  up to certain  specified  levels  and,  provided  that no event of
default exists, additional indebtedness may be incurred if the Company maintains
a  consolidated  fixed  charge  coverage  ratio,  after  giving  effect  to such
additional indebtedness, of greater than 2 to 1.

Revolving Credit Agreement

On May 24, 2001, the Company entered into a credit agreement (the "Credit
Agreement"), by and among the Company, as borrower thereunder (the "Borrower"),
the subsidiaries of the Borrower party thereto, the lenders from time to time
party thereto (the "Lenders"), Bank of America, N.A., as Agent for the Lenders
(in such capacity, the "Agent", or the "Bank") and Banc of America Securities
LLC, as Arranger.

The Credit Agreement provides for a four-year credit facility consisting of an
aggregate $120 million revolving line of credit and letters of credit (the
"Credit Facility"). Availability of borrowings under the Credit Facility depends
upon (a) the amount of a borrowing base consisting of accounts receivable and,
upon satisfaction of certain requirements, inventory and (b) compliance with
certain debt incurrence tests under the Company's Indenture, dated as of October
7, 1997, relating to the Notes. The Credit Facility bears interest at the Bank's
prime rate plus a margin of between 0.25% and 1.0% based on the Company's ratio
of funded debt to EBITDA (as defined in the Agreement) or at LIBOR plus a margin
of between 1.75% and 3.5% based on the Company's ratio of funded debt to EBITDA.
Under the Credit Agreement, the Company and its subsidiaries are subject to
certain covenants, including but not limited to, limitations on (a) paying
dividends and repurchasing stock, (b) repurchasing its Notes, (c) selling or
transferring assets, (d) making certain investments (including acquisitions) and
(e) incurring additional indebtedness and liens. Initial proceeds from the
Credit Facility were used to refinance existing indebtedness outstanding under
the Company's prior credit agreement, and future proceeds will be used to issue
letters of credit, finance ongoing working capital requirements and general
corporate purposes of the Company. The Credit Facility matures on May 24, 2005.

On June 28, 2001, the Company entered into a First Amendment to the Credit
Agreement (the "Amendment"), by and among the Company, as borrower thereunder,
the subsidiaries of the Company party thereto, the Lenders and the Agent for the
Lenders. The Amendment amended the Credit Agreement to increase the maximum
available borrowings under the Credit Agreement from $120 million to $150
million. The Amendment also, among other things, increased the percentage of
Lenders whose consent was required for an amendment of the Credit Agreement from
more than 50% to more than 55% and amended certain provisions relating to
protective advances, limitations on issuances of letters of credit,
indemnification, and landlord consents.

As of June 28, 2002, the Company has not entered into any material working
capital commitments that require funding. The Company believes that the expected
cash flows from operations, borrowing availability under the credit facility,
and capital markets are sufficient to meet the Company's anticipated future
requirements for working capital, capital expenditures, and acquisitions for the
foreseeable future.

                                       31
<PAGE>

The Company may from time to time seek to retire its outstanding debt through
cash purchases and/or exchanges for equity securities, in open market purchases,
privately negotiated transactions or otherwise. Such repurchases or exchanges,
if any, will depend on prevailing market conditions, the Company's liquidity
requirements, contractual restrictions and other factors. The amounts involved
may be material.

On July 30, 2002, the Company's Board of Directors approved a stock repurchase
program authorizing the Company, depending upon market conditions and other
factors, to repurchase up to a maximum of 5% of its common stock, or
approximately 3.6 million common shares, in the open market, in privately
negotiated transactions or otherwise. Such repurchases will be made in
compliance with applicable rules and regulations and the terms of the Company's
debt agreements, and may be discontinued at any time.

In the normal course of business, the Company enters into obligations and
commitments that require future contractual payments. The commitments primarily
result from repayment obligations for borrowings under the Notes and Credit
Facility, as well as, contractual lease payments for facility, vehicles and
equipment leases, and contractual payments under noncompetition agreements and
employment agreements. As of June 28, 2002, the Company had no borrowings
outstanding under the credit facility. The following table presents, in
aggregate, scheduled payments under contractual obligations (in thousands):

<TABLE>
<CAPTION>

                                                   Fiscal Year
                            ________________________________________________________
                            (9 months)
                               2003        2004       2005        2006       2007      Thereafter     Total
                            __________  _________  _________  _________  ___________   __________    ________

<S>                           <C>         <C>        <C>        <C>        <C>         <C>          <C>
Long-term debt.........       $   --      $   --     $    --    $    --    $    --     $125,000     $125,000
Operating leases:
   Restructuring.......           924       1,084        718       301         34            --        3,061
   Operating...........        20,840      20,869     14,200     7,594      5,191         5,255       73,949
   Noncompetition
      agreements.........         462          59         43        36         36           144          780
   Employment agreements.       2,558          --         --        --         --            --        2,558
                            __________  _________  _________  _________  ___________   __________    ________
         Total.........       $24,784     $22,012    $14,961    $7,931     $5,261      $130,399     $205,348
                            ==========  =========  =========  =========  ===========   ==========    ========
</TABLE>


ITEM 3.  Quantitative and qualitative disclosures about market risk

The Company believes there has been no material change in its exposure to market
risk from that discussed in Item 7A in the Annual Report on Form 10-K for the
fiscal year ended March 29, 2002.


PART II--OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

See Note 7, Commitments and Contingencies, of this Form 10-Q and Item 3 of the
Company's Annual Report on Form 10-K for the year ended on March 29, 2002.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.


                                       32
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOATE OF SECURITY HOLDERS

Not applicable.


ITEM 5.  OTHER INFORMATION

Not applicable.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits required by Item 601 of Regulation S-K:

<TABLE>
<CAPTION>

 Exhibit
 Number                                         Description

<S>                 <c>
  3.1           Amended and Restated Articles of Incorporation, dated as of March 15, 1994.  (9)

  3.1a          Articles of Amendment to Articles of Incorporation, dated as of September 24, 2001.  (18)

  3.1b          Articles of Amendment to Articles of Incorporation, dated as of November 9, 2001.  (18)

  3.2           Amended and Restated Bylaws, dated as of March 15, 1994.  (3)

  4.1           Form of  Indenture,  dated  as of  October 7,  1997,  by and  among  the  Company,  the  Subsidiary
                Guarantors named therein,  and SunTrust Bank, Central Florida,  National  Association,  as Trustee.
                (7)

  4.1a          Supplemental Indenture, dated as of February 15, 2001, by and
                among the New Subsidiary Guarantors named therein and SunTrust
                Bank (formerly known as SunTrust Bank, Central Florida, National
                Association), as Trustee. (13)

  4.2           Registration  Rights  Agreement,  dated as of  October 7,  1997,  by and  among  the  Company,  the
                Subsidiary  Guarantors  named  therein,  BT Alex.  Brown  Incorporated,  Salomon  Brothers Inc. and
                NationsBanc Montgomery Securities, Inc.  (7)

  4.3           Form of 8 1/2% Senior Subordinated Notes due 2007, including Form of Guarantee (Exchange Notes).  (7)

  4.4           Shareholder  Protection  Rights  Agreement,  dated as of  April 20,  1998,  between the Company and
                Continental Stock Transfer & Trust Company, as Rights Agent.  (10)

  4.4a          Amendment to  Shareholder  Protection  Rights  Agreement,  dated as of June 21,  2000,  between the
                Company and Continental Stock Transfer & Trust Company as Rights Agent.  (12)

                                       33
<PAGE>

  4.4b          Amendment to Shareholder  Protection  Rights  Agreement,  dated as of April 12,  2002,  between the
                Company and First Union National Bank, as Successor Rights Agent.  (20)

  10.1          Incentive Stock Option Plan, dated as of May 14, 1986.  (1)

  10.2          Amended and Restated Directors Stock Plan.  (5)

  10.3          Amended and Restated 1994 Long-Term Incentive Plan.  (5)

  10.4          Amended and Restated 1994 Long-Term Stock Plan.  (5)

  10.5          1994 Employee Stock Purchase Plan.  (4)

  10.6          1994 Amended Incentive Stock Option Plan.  (1)

  10.7          1999 Long-term Incentive Plan.  (11)

  10.8          Distributorship  Agreement  between Abbott  Laboratories and the Company (Portions omitted pursuant
                to a request for confidential treatment - Separately filed with the SEC).  (2)

  10.9          Amended and Restated Employee Stock Ownership and Savings Plan.

  10.9a         Seventh Amendment to the Employee Stock Ownership and Savings Plan.

  10.10         Agreement and Plan of Merger,  dated as of December 14,  1997, by and among the Company, PSS Merger
                Corp. and Gulf South Medical Supply, Inc.  (8)

  10.11         Credit Agreement, dated as of May 24, 2001, by and among the Company, each of the Company's
                subsidiaries therein named, the Lenders from time to time party thereto, Bank of America, N.A., as
                Agent, and Banc of America Securities LLC, as Arranger.  (14)

  10.11a        Amendment No. 1 to Credit Agreement, dated as of June 28, 2001,
                by and among the Company, each of the Company's subsidiaries
                therein named, the Lenders from time to time party thereto, Bank
                of America, N.A., as Agent, and Banc of America Securities LLC,
                as Arranger. (16)

  10.12         Employment Agreement, dated as of March 4, 1998, by and between the Company and David A. Smith.
                (15)

  10.12a        Amendment to Employment Agreement, dated as of April 17, 2000, by and between the Company and
                David A. Smith.  (15)

  10.13         Employment Agreement, dated as of April 1, 1998, by and between the Company and John F. Sasen,
                Sr.  (15)

  10.13a        Amendment to Employment Agreement, dated as of April 17, 2000, by and between the Company and John
                F. Sasen, Sr.  (15)

  10.14         Consulting Agreement, dated as of June 13, 2002, by and between the Company and Douglas J.
                Harper.  (17)

  10.15         Employment Agreement, dated as of April 1, 1998, by and between the Company and Gary A. Corless.
                (17)

  10.15a        Amendment to Employment Agreement, dated as of April 17, 2000, by and between the Company and
                Gary A. Corless.  (17)

                                       34
<PAGE>

  10.16         Employment Agreement, dated as of April 1, 1998, by and between the Company and Kevin P. English.
                (17)

  10.16a        Amendment to Employment Agreement, dated as of April 17, 2000, by and between the Company and
                Kevin P. English.  (17)

  10.17         Employment Agreement, dated as of January 7, 2002, by and between the Company and David M.
                Bronson.  (19)

  10.18         Severance Agreement, dated as of October 11, 2000, by and between the Company and Frederick E.
                Dell.  (15)

  10.19         Severance Agreement, dated as of February 1, 2001, by and between the Company and Kirk A.
                Zambetti.  (15)

  10.20         Severance Agreement, dated as of March 21, 2001, by and between the Company and Patrick C. Kelly.
                (15)

  21            List of Subsidiaries of the Company.  (20)


                (1)      Incorporated by Reference to the Company's Registration Statement on Form S-1,
                         Registration No. 33-76580.
                (2)      Incorporated by Reference to the Company's Annual Report on Form 10-K for the year ended
                         March 30, 1995.
                (3)      Incorporated by Reference to the Company's Registration Statement on Form S-3,
                         Registration No. 33-97524.
                (4)      Incorporated by Reference to the Company's Registration Statement on Form S-8,
                         Registration No. 33-80657.
                (5)      Incorporated by Reference to the Company's Quarterly Report on Form 10-Q for the quarter
                         ended June 30, 1996.
                (6)      Not used.
                (7)      Incorporated by Reference to the Company's Registration Statement on Form S-4,
                         Registration No. 333-39679.
                (8)      Incorporated by Reference from Annex A to the Company's Registration Statement on
                         Form S-4, Registration No. 333-44323.
                (9)      Incorporated by Reference to the Company's Current Report on Form 8-K, filed April 8,
                         1998.
                (10)     Incorporated by Reference to the Company's Current Report on Form 8-K, filed April 22,
                         1998.
                (11)     Incorporated by Reference to the Company's Quarterly Report on Form 10-Q for the quarter
                         ended September 30, 1999.
                (12)     Incorporated by Reference to the Company's Quarterly Report on Form 10-Q for the quarter
                         ended June 30, 2000.
                (13)     Incorporated by Reference to the Company's Quarterly Report on Form 10-Q for the quarter
                         ended December 29, 2000.
                (14)     Incorporated by Reference to the Company's Current Report on Form 8-K, filed June 5, 2001.
                (15)     Incorporated by Reference to the Company's Annual Report on Form 10-K for the year ended
                         March 30, 2001.
                (16)     Incorporated by Reference to the Company's Current Report on Form 8-K, filed July 3, 2001.
                (17)     Incorporated by Reference to the Company's Quarterly Report on Form 10-Q for the quarter
                         ended June 29, 2001.
                (18)     Incorporated by Reference to the Company's Quarterly Report on Form 10-Q for the quarter
                         ended September 28, 2001.
                (19)     Incorporated by Reference to the Company's Quarterly Report on Form 10-Q for the quarter
                         ended December 28, 2001.
                (20)     Incorporated by Reference to the Company's Annual Report on Form 10-K for the year ended
                         March 29, 2002.
</TABLE>

                                       35
<PAGE>

      (b)Reports on Form 8-K:

         No reports on Form 8-K were filed during the three months ended June
28, 2002.


                                       36
<PAGE>

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, in the City of Jacksonville, State of
Florida, on August 12, 2002.

                             PSS WORLD MEDICAL, INC

                             By: /s/ David M. Bronson
                                 -----------------------------------
                                 David M. Bronson
                                 Senior Vice President and Chief Financial
                                 Officer (Duly Authorized Officer and Principal
                                 Financial and Accounting Officer)



                                       37
<PAGE>


                                 EXHIBIT INDEX

Exhibit


10.9      Amended and Restated Employee Stock Ownership and Savings Plan.

10.9a     Seventh Amendment to the Employee Stock Ownership and Savings Plan.

10.14     Consulting  Agreement,  dated as of June 13, 2002,  by and between the
          Company and Douglas J. Harper.



                                       38
<PAGE>