SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

               /X/ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 2003

                                       OR
             / /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
             For the transition period from __________ to _________

                        Commission File Number 033-78252
                            FIVE STAR PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)


Delaware                                                 13-3729186
--------                                                 ----------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

777 Westchester Avenue, White Plains, New York, NY         10604
--------------------------------------------------         -----
(Address of principal executive offices)                 (Zip code)

Registrant's telephone number, including area code:     (914) 249-9700

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

Securities registered pursuant to Section 12(g) of the Act:

                                             Common Stock, $.01 Par Value
                                             ----------------------------
                                                   (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes      X                         No
                                           --------                      -------

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

Indicate by check mark whether the registrant is an accelerated filer.Yes _ No X


The aggregate market value of the outstanding shares of the Registrant's Common
Stock, par value $.01 per share, held by non-affiliates as of June 30, 2003 was
approximately $624,596 based on the closing price of the Common Stock on the OTC
Bulletin Board, which is operated by the NASDAQ Stock Market, on June 30, 2003.

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

Class                                            Outstanding at March 15, 2004


Common Stock, par value $.01 per share                   16,937,367 shares



<PAGE>


                                EXPLANATORY NOTE



         We are filing this Amendment No. 1 to our Annual Report on Form 10-K
for the year ended December 31, 2003 as filed with the Securities and Exchange
Commission ("SEC") on April 2, 2004. Except for the inclusion of Part III
information, this Amendment does not change any portion of the Form 10-K as
originally filed with the SEC.


<PAGE>




                                    PART III

Item 10.        Directors and Executive Officers of the Registrant

          Jerome I. Feldman has been Chairman of the Board of the Company since
1994. In 1959 he founded GP Strategies Corporation ("GPS"), a global provider of
training and e-Learning solutions. He has been a director of GSE Systems, Inc.,
("GSE"), a real-time simulations company since 1994 and Chairman of the Board of
GSE since 1997. Mr. Feldman is also Chairman of the New England Colleges Fund
and a Trustee of Northern Westchester Hospital Center. Age 75

          Charles Dawson has been President of the Company and of Five Star
Group, Inc. ("Five Star") since 2002 and Vice President and a director of the
Company since 1999. Since 1993 Mr. Dawson has held several managerial positions
with Five Star. Age 48

         Bruce Sherman has been Executive Vice President, Sales of the Company
and of Five Star since 2002, Vice President and a director of the Company since
1999 and Vice President of Sales of Five Star since 1993. He is a member of the
New York and New Jersey Paint and Decorating Association. Age 51

         Steven Schilit has been Executive Vice President, Chief Operating
Officer of the Company and of Five Star since 2002, Vice President and a
director of the Company since 1999 and since 1981 has held several executive
positions with Five Star. Age 57

         Joseph Leven has been Vice President of the Company since 1999, Vice
President of Operations of Five Star since 1995 and since 1976 has held various
managerial positions with Five Star. Age 51

         John Moran has been a director of the Company since 2002. He is Chief
Executive Officer of GSE since November 2003 and has been Vice President of GPS
since 2001, President and Chief Executive Officer of GP e-Learning Technologies,
Inc. from 2000 to 2001 and from 1994 to 2000 he was Group President, Training
and Technologies Group of General Physics Corporation. Age 53

         Carll Tucker has been a director of the Company since 2002. In 1986 he
founded Trader Publications and was its President until 1999, which published
The Patent Trader newspaper and various local magazines, newsletters and
programs for cultural institutions in Westchester, Putnam and Fairfield
counties. Trader Publications was sold to Gannett Corporation in 1999. Mr.
Tucker is the author of a weekly newspaper column in the Westchester Patent
Trader, "Looseleaves", since 1983. Mr. Tucker is also a Trustee of Northern
Westchester Hospital Center and was its Chairman of the Board from 1999-2001.
Age 51


<PAGE>



Compliance with Section 16(a) of the Exchange Act

         Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's securities, to file reports of ownership and changes in ownership with
the SEC and to furnish copies of such reports to the Company.

         Based solely on its review of copies of such reports for 2003, the
Company believes that during 2003, all reports applicable to its officers,
directors and greater than 10% beneficial owners filed on a timely basis.

Audit Committee

         The Company has established an Audit Committee of the Board of
Directors consisting of Carll Tucker. The Board of Directors has determined that
Mr. Tucker qualifies as an "audit committee financial expert" under applicable
SEC regulations.

Code of Ethics

         The Company has adopted a Code of Ethics for directors, officers, and
employees of the Company and its subsidiaries, including but not limited to the
principal executive officer, the principal financial officer, the principal
accounting officer or controller, or persons performing similar functions for
the Company and its subsidiaries. A copy of this Code of Business Conduct and
Ethics is incorporated by reference into this report as Exhibit 14.1. If the
Company makes any substantive amendment to the Code of Ethics or grants any
waiver from a provision of the Code of Ethics for its executive officers or
directors, the Company will within five (5) business days disclose the nature of
such amendment or waiver in a report on Form 8-K or on its website at
www.fivestargroup.com.

Item 11. Executive Compensation

Executive Compensation

         The following table and notes present the aggregate compensation paid
by the Company's subsidiary, Five Star, to its President and to the Company's
other executive officers for services rendered to Five Star in 2003.


<PAGE>


<TABLE>

                           SUMMARY COMPENSATION TABLE
<CAPTION>

                                                                                 Long-Term
                                                     Annual Compensation        Compensation
                                                                                 Securities
                                                     Salary        Bonus         Underlying       All Other
Name and Principal Position               Year         ($)          ($)        Options (#)(1)        ($)
---------------------------               ----         ---          ---        --------------        ---

<S>                                       <C>              <C>        <C>               <C>                <C>
Charles Dawson                            2003             234,018    40,000           -0-                 695(2)
President                                 2002             226,615    20,000           -0-                 602(2)
                                          2001             188,009  -0-              150,000               404(2)

Steven Schilit                            2003             212,027    40,000           -0-               5,968(3)
Executive Vice President and              2002             201,475  -0-                -0-               5,391(3)
Chief Operating Officer                   2001             172,596  -0-              150,000             4,676(3)

Bruce Sherman                             2003             232,173    40,000           -0-               5,748(4)
Executive Vice President                  2002             221,650    20,000           -0-               5,115(4)
Sales                                     2001             221,571  -0-              150,000             4,842(4)

Joseph Leven                              2003             117,568  -0-                -0-               3,330(5)
Vice President                            2002             117,350  -0-                -0-               3,186(5
                                          2001             115,190  -0-                -0-               2,764(5

</TABLE>

(1)     Consists of options to purchase shares of Common Stock granted pursuant
        to the Company's 1994 Non-Qualified Stock Option Plan.

(2)     Consists of executive life insurance premiums.

(3)     Consists of $4,800, $4,400 and $4,080 as matching contributions made by
        the Company to the 401(k) Savings Plan for 2003, 2002 and 2001,
        respectively, and $1,168, $991, and $596 for executive life insurance
        premiums for 2003, 2002 and 2001, respectively.

(4)     Consists of $4,800, $4,400 and $4,080 as matching contributions made by
        the Company to the 401(k) Savings Plan for 2003, 2002 and 2001
        respectively, and $948, $718 and 762 for executive life insurance
        premiums for 2003, 2002 and 2001 respectively.

(5)     Consists of $2,902, $2,833, and $2,449 as matching contributions made by
        the Company to the 401(k) Savings Plan for 2003, 2002 and 2001,
        respectively, and $428, $353, and $315 for executive life insurance
        premiums for 2003, 2002 and 2001, respectively.

Option Grants in 2003

No options were granted to the named executive officers in 2003.


<PAGE>

                       Aggregate Option Exercises in 2003
                        And Fiscal Year-End Option Values

         The following table and notes contain information concerning the
exercise of stock options under the Plan during 2003 and unexercised options
under the Plan held at the end of 2003 by the named executive officers. Unless
otherwise indicated, options are to purchase shares of Common Stock.

<TABLE>

<CAPTION>
                                  Shares                       Exercisable/Unexercisable      Value of  Unexercised
                                Acquired on      Value                Options at          In-the-Money Options at
                                 Exercise      Realized          December 31, 2003(#)     December 31, 2003($)(1)
                                                                 --------------------     -----------------------
Name                                (#)           ($)        Exercisable    Unexercisable Exercisable Unexercisable
----                                ---           ---        -----------    ------------- ----------- -------------

<S>                                  <C>           <C>         <C>              <C>            <C>          <C>
Charles Dawson.............         -0-           -0-          165,000          60,000        -0-          -0-
Steven Schilit.............         -0-           -0-          165,000          60,000        -0-          -0-
Bruce Sherman..............         -0-           -0-          165,000          60,000        -0-          -0-
Joseph Leven...............         -0-           -0-           75,000           -0-          -0-          -0-
..........
</TABLE>
(1)      Calculated based on $0.13, which was the closing price of the Common
         Stock as quoted on the OTC Bulletin Board, which is operated by the
         NASDAQ Stock Market, on December 31, 2003, (which was below the
         exercise price of the stock options.)

Directors Compensation

         During 2003, directors who were not employees of the Company or its
subsidiaries received $1,500 for each meeting of the Board of Directors
attended, and generally do not receive any additional compensation for service
on the committees of the Board of Directors. Employees of the Company or its
subsidiaries do not receive additional compensation for serving as directors.

Employment Agreements

          Charles Dawson. As of November 28, 2001, Charles Dawson and Five Star
Group, Inc. entered into an employment agreement pursuant to which Mr. Dawson is
employed as President of the Company for a period commencing January 1, 2002
until December 31, 2005, (the "Employment Term"), unless sooner terminated.

         Commencing January 1, 2002, Mr. Dawson's base salary is $225,000, with
annual increases of at least 3% effective on the second year of the Employment
Term. Mr. Dawson will receive a target bonus of $100,000, calculated based upon
the following two components: (1) earnings growth of the Company, and (2) an
achievement of certain Company goals, weighted 75% and 25% respectively. Mr.
Dawson's target bonus for the years 2003, 2004 and 2005, will be $110,000,
$120,000, and $130,000, respectively, which will be determined by components and
weighting factors based upon the goals and objectives of the Company, mutually

<PAGE>

agreed upon. Pursuant to the employment agreement, the Company granted Mr.
Dawson under the Company's option plan, options to purchase 150,000 shares of
the Company's Common Stock at an exercise price of $0.14 per share. Such options
vest 20% immediately and 20% on each November 28, commencing November 28, 2001
and terminating on November 28, 2005. The Company is also required to provide
Mr. Dawson with an automobile.

         The Company may terminate the employment agreement for cause which is
defined as (i) breach by Mr. Dawson of any of the terms of the employment
agreement, provided that the Company has given fifteen days notice prior to
termination for any breach of any of the terms of the employment agreement which
are capable of cure, (ii) gross neglect by Mr. Dawson of his duties continuing
for 30 days after written warning issued to Mr. Dawson setting forth the conduct
constituting such gross neglect, (iii) conviction of Mr. Dawson for any felony
or any crime involving moral turpitude; (iv) the conviction of Mr. Dawson of any
offense involving the property of the Company or any of its affiliates; (v) the
commission by Mr. Dawson of any act of fraud or dishonesty; (vi) the engagement
by Mr. Dawson in misconduct resulting in serious injury to the Company, or (vii)
the physical or mental disability of Mr. Dawson, whether totally or partially,
if he is unable to perform substantially his duties for a period of (i) two
consecutive months or (ii) shorter periods aggregating three months during any
twelve month period, such termination to be effective thirty days after written
notice of such decision delivered to Mr. Dawson. If Mr. Dawson is terminated for
cause, he shall not be entitled to any compensation, including without
limitation, the bonus, if any, after the date of termination for the year in
which the termination takes place. If Mr. Dawson's employment is terminated by
his death or disability, the Company is required to pay Mr. Dawson his base
salary then in effect for the month during which termination occurred, and four
months thereafter. In the event that termination occurs more than six months
after the start of the then-current contract year, Mr. Dawson shall receive a
bonus for that year prorated through the date of termination.

         If the Company terminates the employment agreement for any reason,
other than those set forth in the employment agreement, the Company is obligated
to continue to pay Mr. Dawson's base salary as then in effect for the period
commencing from the date of termination and ending on the termination date of
the employment agreement and shall only be obligated to pay the Bonus, if any,
through the date of termination on a pro rata basis.

         Bruce Sherman As of November 28, 2001, Bruce Sherman and Five Star
Group, Inc. entered into an employment agreement pursuant to which Mr. Sherman
is employed as Executive Vice President, Sales of the Company for a period
commencing January 1, 2002 until December 31, 2005, (the "Employment Term"),
unless sooner terminated.

         Commencing January 1, 2002, Mr. Sherman's base salary is $220,000, with
annual increases of at least 3% effective on the second year of the Employment
Term. Mr. Sherman will receive a target bonus of $100,000, calculated based upon
the following two components: (1) earnings growth of the Company, and (2) an
achievement of certain Company goals, weighted 75% and 25% respectively. Mr.
Sherman's target bonus for the years 2003, 2004 and 2005, will be $110,000,

<PAGE>

$120,000, and $130,000, respectively, which will be determined by components and
weighting factors based upon the goals and objectives of the Company, mutually
agreed upon. Pursuant to the employment agreement, the Company granted Mr.
Sherman under the Company's option plan, options to purchase 150,000 shares of
the Company's Common Stock at an exercise price of $0.14 per share. Such options
vest 20% immediately and 20% on each November 28, commencing November 28, 2001
and terminating on November 28, 2005. The Company is also required to provide
Mr. Sherman with an automobile.

         The Company may terminate the employment agreement for cause which is
defined as (i) breach by Mr. Sherman of any of the terms of the employment
agreement, provided that the Company has given fifteen days notice prior to
termination for any breach of any of the terms of the employment agreement which
are capable of cure, (ii) gross neglect by Mr. Sherman of his duties continuing
for 30 days after written warning issued to Mr. Sherman setting forth the
conduct constituting such gross neglect, (iii) conviction of Mr. Sherman for any
felony or any crime involving moral turpitude; (iv) the conviction of Mr.
Sherman of any offense involving the property of the Company or any of its
affiliates; (v) the commission by Mr. Sherman of any act of fraud or dishonesty;
(vi) the engagement by Mr. Sherman in misconduct resulting in serious injury to
the Company, or (vii) the physical or mental disability of Mr. Sherman, whether
totally or partially, if he is unable to perform substantially his duties for a
period of (i) two consecutive months or (ii) shorter periods aggregating three
months during any twelve month period, such termination to be effective thirty
days after written notice of such decision delivered to Mr. Sherman. If Mr.
Sherman is terminated for cause, he shall not be entitled to any compensation,
including without limitation, the bonus, if any, after the date of termination
for the year in which the termination takes place. If Mr. Sherman's employment
is terminated by his death or disability, the Company is required to pay Mr.
Sherman his base salary then in effect for the month during which termination
occurred, and four months thereafter. In the event that termination occurs more
than six months after the start of the then-current contract year, Mr. Sherman
shall receive a bonus for that year prorated through the date of termination.

         If the Company terminates the employment agreement for any reason,
other than those set forth in the employment agreement, the Company is obligated
to continue to pay Mr. Sherman's base salary as then in effect for the period
commencing from the date of termination and ending on the termination date of
the employment agreement and shall only be obligated to pay the Bonus, if any,
through the date of termination on a pro rata basis.

         Steven Schilit As of November 28, 2001, Steven Schilit and Five Star
Group, Inc. entered into an employment agreement pursuant to which Mr. Schilit
is employed as Executive Vice President and Chief Operating Officer of the
Company for a period commencing January 1, 2002 until December 31, 2005, (the
"Employment Term"), unless sooner terminated.

         Commencing January 1, 2002, Mr. Schilit's base salary is $200,000, with
annual increases of at least 3% effective on the second year of the Employment

<PAGE>

Term. Mr. Schilit will receive a target bonus of $100,000, calculated based upon
the following two components: (1) earnings growth of the Company, and (2) an
achievement of certain Company goals, weighted 75% and 25% respectively. Mr.
Schilit's target bonus for the years 2003, 2004 and 2005, will be $110,000,
$120,000, and $130,000, respectively, which will be determined by components and
weighting factors based upon the goals and objectives of the Company, mutually
agreed upon. Pursuant to the employment agreement, the Company granted Mr.
Schilit under the Company's option plan, options to purchase 150,000 shares of
the Company's Common Stock at an exercise price of $0.14 per share. Such options
vest 20% immediately and 20% on each November 28, commencing November 28, 2001
and terminating on November 28, 2005. The Company is required also to provide
Mr. Schilit with an automobile.

         The Company may terminate the employment agreement for cause which is
defined as (i) breach by Mr. Schilit of any of the terms of the employment
agreement, provided that the Company has given fifteen days notice prior to
termination for any breach of any of the terms of the employment agreement which
are capable of cure, (ii) gross neglect by Mr. Schilit of his duties continuing
for 30 days after written warning issued to Mr. Schilit setting forth the
conduct constituting such gross neglect, (iii) conviction of Mr. Schilit for any
felony or any crime involving moral turpitude; (iv) the conviction of Mr.
Schilit of any offense involving the property of the Company or any of its
affiliates; (v) the commission by Mr. Schilit of any act of fraud or dishonesty;
(vi) the engagement by Mr. Schilit in misconduct resulting in serious injury to
the Company, or (vii) the physical or mental disability of Mr. Schilit, whether
totally or partially, if he is unable to perform substantially his duties for a
period of (i) two consecutive months or (ii) shorter periods aggregating three
months during any twelve month period, such termination to be effective thirty
days after written notice of such decision delivered to Mr. Schilit. If Mr.
Schilit is terminated for cause, he shall not be entitled to any compensation,
including without limitation, the bonus, if any, after the date of termination
for the year in which the termination takes place. If Mr. Schilit's employment
is terminated by his death or disability, the Company is required to pay Mr.
Schilit his base salary then in effect for the month during which termination
occurred, and four months thereafter. In the event that termination occurs more
than six months after the start of the then-current contract year, Mr. Schilit
shall receive a bonus for that year prorated through the date of termination.

         If the Company terminates the employment agreement for any reason,
other than those set forth in the employment agreement, the Company is obligated
to continue to pay Mr. Schilit's base salary as then in effect for the period
commencing from the date of termination and ending on the termination date of
the employment agreement and shall only be obligated to pay the Bonus, if any,
through the date of termination on a pro rata basis.

Item 12. Security Ownership of Certain Beneficial Owners and Management



<PAGE>


                             PRINCIPAL STOCKHOLDERS

         The following table sets forth certain information as of April 15,
2004, with respect to shares of Common Stock which are beneficially owned by (a)
each person who owns more than 5% of the Company's Common Stock, (b) each
director of the Company, (c) each of the persons named in the Summary
Compensation Table and (d) all executive officers and directors of the Company
as a group.

                                                         Beneficial Ownership

                                                    Number of        Percentage
Name and Address                                 Common Shares        of Class

GP Strategies Corporation                         9,133,417(1)          63.8%
777 Westchester Avenue
White Plains, NY 10604

Jerome I. Feldman                                    90,000(2)            *

Charles Dawson                                      165,000(3)          1.1

Bruce Sherman                                       165,000(3)          1.1

Steven Schilit                                      165,000(3)          1.1

Joseph Leven                                          75,0003)            *

John Moran                                           90,000(3)            *

Carll Tucker                                         50,000(3)            *

All directors and executive officers
as a group (8 persons)                              800,000(3)          5.2
--------------
* The number of shares owned is less than one percent of the outstanding shares
of Common Stock.

(1)      See "Certain Relationships and Related Transactions."

(2)      Includes and 90,000 shares of Common Stock issuable upon exercise of
         currently exercisable stock options held by Mr. Feldman.

(3)      Includes 165,000 shares of Common Stock issuable upon exercise of
         currently exercisable stock options held by each of Messrs. Dawson,
         Sherman, Schilit, 75,000, 90,000 and 50,000 shares of Common Stock
         issuable upon exercise of currently exercisable stock options held by
         Messrs. Leven, Moran and Tucker, respectively, and 800,000 shares for
         all executives and officers as a group.

                      EQUITY COMPENSATION PLAN INFORMATION

         The following is information as of December 31, 2003 about shares of
Company Common Stock that may be issued upon exercise of options under the
Company's Non-Qualified Stock Option Plan. For a description of the material
terms of the Company's Non-Qualified Stock Option Plan, see Note 10 to the Notes
to the Consolidated Financial Statements included in the Company's Annual Report
for the year ended December 31, 2003..

<TABLE>

<CAPTION>
------------------------------- ---------------------------- ------------------------- ---------------------------------
Plan category                   Number of securities         Weighted-average          Number of securities
Non-Qualified                   to be issued upon            exercise price of         remaining available for
Stock Option Plan               exercise of                  outstanding options,      future issuance under
                                outstanding options,         warrants and rights       equity compensation
                                warrants and rights                                    plans (excluding securities
                                                                                       reflected in
column(a)
                                (a)                          (b)                       (c)
------------------------------- ---------------------------- ------------------------- ---------------------------------
------------------------------- ---------------------------- ------------------------- ---------------------------------
Equity compensation             (outstanding options)        (weighted average         number of options left
plans not approved                                           price)
<S>                                      <C>                          <C>                         <C>
by security holders                      1,530,000                    $0.19                       1,070,000
------------------------------- ---------------------------- ------------------------- ---------------------------------
------------------------------- ---------------------------- ------------------------- ---------------------------------
Total                                    1,530,000                    $0.19                       1,070,000
------------------------------- ---------------------------- ------------------------- ---------------------------------

</TABLE>

Item 13.      Certain Relationships and Related Transactions

         On September 30, 1998, the Company purchased its business from GPS, for
approximately $16,500,000 in cash and a five year, 8%, $5,000,000 unsecured
promissory note (the "Note"). In 2001, the maturity of the Note was extended
until September 30, 2004 and on March 31, 2004 was further extended until June
30, 2005.

         On October 8, 2003, GPS exchanged $500,000 principal amount of the Note
for 2,000,000 shares of the Company's common stock, reducing the outstanding
principal amount of the Note to $3,000,000 (as described below) and increasing
GPS' ownership of the Company's common stock to approximately 54% of the then
outstanding shares. In consideration for GPS agreeing to exchange the debt for
common stock at a conversion price of $0.25 per share, which was more than twice
the $0.11 closing market price of the Company's common stock on the day prior to
approval of the transaction, the Company agreed to terminate the voting
agreement between the Company and GPS. The voting agreement, which by its terms
would in any case have terminated on June 30, 2004, provided that GPS (i) would
vote its shares of the Company's common stock so that not more than 50% of the
members of the Company's board of directors would be officers or directors of
the Company and (ii) would vote on matters other than the election of directors
in the same proportion as the Company's other shareholders. The transaction was
approved by a Special Committee of Company's board of directors; the Special
Committee consisted of an independent non-management director who is
unaffiliated with the Company.

         On June 20, 2003, GPS entered into an Agreement of Subordination and
Assignments (the "Subordination Agreement") with the Company and its lenders
that permits the annual repayment of principal on the Note. Pursuant to the
provisions of the Subordination Agreement, in each of June and July 2003, GPS
received a partial repayment from the Company in the amount of $500,000,
reducing the outstanding principal amount of the Note from $4,500,000 to
$3,500,000. On October 8, 2003 (as described above), GPS exchanged $500,000
principal amount of the Note for 2,000,000 shares of the Company's common stock,
reducing the outstanding principal amount of the Note to $3,000,000. Pursuant to
the provision of the Subordination Agreement, in December 2003, GPS received a
partial repayment from the Company in the amount of $200,000, further reducing
the outstanding principal amount of the Note to $2,800,000. The Note and all of
the shares of the Company's common stock owned by GPS, along with GPS' rights
under the subordination agreement will be transferred to NPD prior to the
spin-off.

         On February 6, 2004, the Company announced an issuer tender offer
through which it would repurchase up to 5,000,000 shares, or approximately 30%
of its common stock currently outstanding, at $0.21 per share, originally set to
expire on March 16, 2004. On March 17, 2004, the Company announced that it had
increased the price it was offering to pay for the shares in the tender offer to
$0.25 per share and extended the offer to March 31, 2004. Based on the final
tabulation by the depositary for the tender offer, approximately 2,648,000
shares of common stock were tendered and acquired by the Company. The effect of
the tender offer was to increase GPS' ownership in the Company to approximately
64%.

         In connection with the tender offer, the Company and GPS agreed that,
if the Company had acquired at least 3,750,000 shares of its common stock
pursuant to the tender offer, GPS would exchange certain of the principal of the
Note for shares of the Company's common stock to allow GPS to increase its
ownership to at least 80% of the Company's common stock. If GPS were to increase
its ownership to at least 80% of the Company's common stock, the Company would
become, for federal tax purposes, part of the affiliated group of which GPS is
the common parent. As a member of such affiliated group, the Company would be
included in GPS' consolidated federal income tax returns, the Company's income
or loss would be included as part of the income or loss of the affiliated group
and any of the Company's income so included might be offset by the consolidated
net operating losses, if any, of the affiliated group. The agreement between GPS
and the Company also provided that, if the Company became a member of the
affiliated group, GPS and the Company would enter into a tax sharing agreement
pursuant to which the Company would make tax sharing payments to GPS equal to
80% of the amount of taxes the Company would pay if the Company were to file
separate consolidated tax returns but did not pay as a result of being included
in the Company affiliated group. GPS and the Company intend to enter into such a
tax sharing agreement if, in the future, GPS acquires a number of shares of the
Company's common stock such that the Company becomes a member of the affiliated
group. If GPS completes the spin-off of NPDC, which would then hold GPS'

<PAGE>

interest in the Company, NPDC would enter into such tax sharing agreement in
lieu of GPS.

         Five Star leases 236,000 square feet in New Jersey and 111,000 square
feet in Connecticut. Five Star's operating lease for the New Jersey facility
expires in March, 2007 and the annual rent is $1,187,000. Five Star's lease for
the Connecticut facility expires in February, 2007 and its annual rent is
$402,000. Five Star's White Plains, New York office space is provided by GPS
pursuant to the Management Services Agreement described below. GPS has
guaranteed the leases for Five Star's New Jersey and Connecticut warehouses
totaling approximately $1,347,000 per year through the first quarter of 2007 and
an aggregate of $116,000 for certain equipment leases through April 2004.

         As of January 1, 1994, the Company and GPS entered into a three-year
Management Services Agreement pursuant to which certain direct and indirect
services will be provided to the Company by GPS. The services to be provided by
GPS include legal, tax, business development, accounting, insurance and employee
benefit administration services. The Company pays GPS a fee of up to $10,000 per
month during the term of the agreement. The Agreement is automatically renewable
for successive one-year terms. The Agreement was renewed for 2003 and 2004.

ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Auditors Fees

    The following table sets forth the fees billed to the Company for the fiscal
years ended December 31, 2003 and 2002 for professional services rendered by the
Company's independent auditors, Eisner LLP:

                                            December 31,      December 31,
                                                2003              2002
                                                ----              ----

           Audit Fees(a)....................$108,850....      $ 90,275
           Audit-Related Fees(b)............$..10,000...      $   9,750
           Tax Fees                               -0-              -0-
           All other Fees.........................-0-...           -0-
----------
(a)  Audit fees consisted principally of fees for the audit of the annual
     financial statements and reviews of the condensed consolidated financial
     statements included in the Company's quarterly reports on Form 10-Q and
     review of registration statements.

(b)  Audit-related fees consisted of the audit of the financial statements of
     the Company's employee benefit plan.

Policy on Pre-Approval of Services Provided by Independent Auditor

         Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the
terms of the engagement of Eisner LLP are subject to specific pre-approval
policies of the Audit Committee. All audit and permitted non-audit services to
be performed by Eisner LLP require pre-approval by the Audit Committee in
accordance with pre-approval policies established by the Audit Committee. The
procedures require all proposed engagements of Eisner LLP for services of any
kind be directed to the Company's General Counsel and then submitted for
approval to the Audit Committee prior to the beginning of any service.




                                    SIGNATURE

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

                                             FIVE STAR PRODUCTS, INC.


                                             Charles Dawson, President

Dated:   April 29, 2004



<PAGE>



                                INDEX TO EXHIBITS

Exhibit No.                                 Document

3.       Amended Certificate of Incorporation of the Registrant. Incorporated
         herein by reference to Exhibit 3 of the Registrant's Annual Report on
         Form 10-K for the year ended December 31, 1996.

3.1      Amended By-laws of the Registrant.*

10.      1994 Stock Option Plan of the Registrant as amended on January 1, 2002.
         Incorporated herein by reference to Exhibit 10 of the Registrant's Form
         10-K for the year ended December 31, 2001.

10.1     Management Services Agreement, dated as of August 5, 1994, between GP
         Strategies Corporation and the Registrant. Incorporated herein by
         reference to Exhibit 10.3 of the Registrant's Registration Statement on
         Form S-1 filed on July 22,1994, Registration Statement No. 33-78252.

10.2     Amended Voting Agreement, dated as of June 30, 2002 between Registrant
         and GP Strategies Corporation. Incorporated herein by reference to
         Exhibit 10.3 of the Registrant's Form 10-K for the year ended December
         31, 2002.

10.3     Lease dated as of February 1, 1986 between Vernel Company and Five Star
         Group, Inc., as amended on July 25, 1994. Incorporated herein by
         reference to Exhibit 10.6 of the Registrant's Form 10-K for the year
         ended December 31, 1998.

10.4     Lease dated as of May 4, 1983 between Vornado, Inc., and Five Star
         Group, Inc. Incorporated herein by reference to Exhibit 10.7 of the
         Registrant's Form 10-K for the year ended December 31, 1998.

10.5     Lease Modification and Extension Agreement dated July 6, 1996 between
         Hanover Public Warehousing, Inc. and Five Star Group, Inc. Incorporated
         herein by reference to Exhibit 10.8 of the Registrant's Form 10-K for
         the year ended December 31, 1998.


<PAGE>



10.6     Agreement between Five Star Group and Local No. 11 affiliated with
         International Brotherhood of Teamsters dated December 12, 2000.
         Incorporated herein by reference to Exhibit 10.7 to the Registrant's
         Annual Report on Form 10-K for the year ended December 31, 2000.

10.7     Memorandum of Agreement by and between Five Star Group and Teamsters
         Local 11, affiliated with International Brotherhood of Teamsters dated
         December 12, 2003.**

10.8     Asset Purchase Agreement dated as of August 31, 1998 between Five Star
         Products, Inc. and Five Star Group, Inc. Incorporated herein by
         Reference to Exhibit 10 of the Registrant's Form 8-K dated September
         15, 1998.

10.9     Loan and Security Agreement dated as of June 20, 2003 by and between
         the Registrant, as Borrower and Fleet Capital as Lender. Incorporated
         herein by reference to Exhibit 10.1 of the Registrant's Form 10-Q for
         the quarter ended June 30, 2003.

10.10    Agreement of Subordination & Assignment dated as of June 20, 2003 by JL
         Distributions, Inc., as Creditor in favor of Fleet Capital Corporation
         as Lender to Five Star Group, Inc. as Debtor. Incorporated herein by
         reference to Exhibit 10.2 of the Registrant's Form 10-Q for the quarter
         ended June 30, 2003.

10.11    Amended Note in the amount of $2,800,000 dated December 19, 2003,
         between the Registrant and GP Strategies Corporation.**

10.12    Amended Note in the amount of $2,800,000 dated March 31, 2004, between
         the Registrant and GP Strategies Corporation.**

10.13    Consulting and Severance Agreement dated as of February 8, 2002 between
         the Registrant and Richard Grad. Incorporated herein by reference to
         Exhibit 10.11 of the Registrant's Form 10-K for the year ended December
         31, 2001.

10.14    Employment Agreement dated as of November 28, 2001 between the
         Registrant and Charles Dawson. Incorporated herein by reference to
         Exhibit 10.12 of the Registrant's Form 10-K for the year ended December
         31, 2001.


<PAGE>



10.15    Employment Agreement dated as of November 28, 2001 between the
         Registrant and Bruce Sherman. Incorporated herein by reference to
         Exhibit 10.13 of the Registrant's Form 10-K for the year ended December
         31, 2001.

10.16    Employment Agreement dated as of November 28, 2001 between the
         Registrant and Steven Schilit. Incorporated herein by reference to
         Exhibit 10.14 of the Registrant's Form 10-K for the year ended December
         31, 2001.

10.17    Consulting and Severance Agreement dated as of February 8, 2002 between
         the Registrant and Cynthia Krugman. Incorporated herein by reference to
         Exhibit 10.5 of the Registrant's Form 10-K for the year ended December
         31, 2002.

10.18    Agreement dated as of January 22, 2004, between the Company and GP
         Strategies Corporation. Incorporated herein by reference to Exhibit
         99(d) of the Registrant Schedule TO filed on February 6, 2004.

10.19    Tax Sharing Agreement dated as of February 1, 2004 between Registrant
         and GP Strategies Corporation.**

14.1     Code of Ethics Policy*

21.      Subsidiaries**

22.      N/A

31.1     Certification of Chief Executive Officer*

31.2     Certification of Chief Financial Officer*

32.1     Certification Pursuant to 18 U.S.C. Section 1350**


*  Filed herewith
**Previously filed