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

                           FORM 10-K/A
                         Amendment No. 1

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

For the fiscal year ended December 31, 2002

                               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 0-20680


                      CONCEPTS DIRECT, INC.
_________________________________________________________________
       (Exact name of registrant as specified in its charter)

             Delaware                            52-1781893
    _______________________________          ___________________
    (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization)            Identification No.)

 2950 Colorful Avenue, Longmont, Colorado          80504
 ________________________________________       ____________
 (Address of Principal Executive Offices)        (ZIP Code)

Registrant's telephone number, including area code:   (303) 772-9171

     ______________ ______________________________________________
      Securities registered pursuant to Section 12(b) of the Act:

    Title of each class    Name of each exchange on which registered

          None                                N/A
    ________________            ______________________________


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

                    Common Stock, $.10 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 pursuant
to Item 405 of Regulation S-K (229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).  Yes ___ No X

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid
and asked price of such common equity, as of the last business day
of the registrant's most recently completed second fiscal quarter
(June 30, 2002):  $1,765,453.

The number of shares beneficially owned by executive officers and
directors of the registrant as a group and by persons known to the
registrant to be beneficial owners of more than 5% of the
outstanding common stock of the registrant as of June 30, 2002 was
subtracted from the total number of shares outstanding to
calculate the number of shares held by non-affiliates.  The
foregoing calculation should not be deemed an admission that any
of the officers and directors of the registrant or any holder of
more than 5% of the outstanding common stock is an "affiliate."

The number of shares outstanding of the registrant's Common Stock
as of March 24, 2003 was 5,237,426.


               DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

   This Form 10-K/A is being filed as Amendment No. 1 to the Form
10-K of Concepts Direct, Inc. to include the information required
under Part III of the report on Form 10-K for the year ended
December 31, 2002.

                           Part III



Item  10.     Directors and Executive Officers of Registrant

Directors

Name, Age, Principal Occupation                      Director
   and other information                               Since
_______________________________                      _________
PHILLIP A. WILAND (56)                                  1992
  Chairman of the Company since 1992.
  Chief Executive Officer of the Company
  from 2001 to present and 1992 to 2000.
  President and Chief Executive Officer
  of Wiland Services, Inc. from 1971 to 1992.

KENNETH M. GASSMAN, JR. (57)                            2001
  Private investor and retail consultant.
  Retailing Securities Analyst,
  Davenport & Co. LLC from 1991 to 2001.
  Director, Reeds Jewelers, Inc.

Information concerning our executive officers is set forth under
the heading "Executive Officers of the Registrant" at the end of
Part I of this Report.

SECTION 16(a) COMPLIANCE

Section 16(a) of the Securities Exchange Act requires the
Company's officers and directors, and persons who own more than 10
percent of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership on Forms 3,
4 and 5 with the Securities and Exchange Commission.  Officers,
directors and greater than 10 percent stockholders are required by
regulation to furnish the Company with copies of all Forms 3, 4
and 5 which they file.

Based solely on the Company's review of the copies of such forms
it has received and written representations from certain reporting
persons that they were not required to file a Form 5 for specified
fiscal years, the Company believes that all of its officers,
directors and greater than 10 percent beneficial owners complied
with all filing requirements applicable to them with respect to
transactions during fiscal 2002.

Item  11.     Executive Compensation

Compensation of Directors

The Company pays to each director who is not a Company employee an
annual retainer of $10,000 or an option to purchase stock of the
Company, the number of shares being determined by multiplying
10,000 by 2, and dividing by the fair market value of the stock on
the date of grant, rounding to the nearest 500 shares.  These
shares are granted under the 2001 Incentive Compensation Plan (the
"2001 Plan") which was approved at the May 10, 2001 Annual
Stockholders meeting.  All directors are reimbursed for travel
expenses incurred as a result of service on the Board of
Directors.

Directors who are not employees of the Company previously received
awards under the 1992 Non-Employee Directors Stock Option Plan
(the "1992 Plan"), which expired on May 1, 1998, and the 1998
Non-Employee Directors Stock Option Plan (the "1998 Plan").  Stock
option grants under the 1992 Plan were automatic.  Each eligible
director of the Company on the effective date of the 1992 Plan,
December 18, 1992, automatically received an option to purchase
6,000 shares of Common Stock.  Each eligible director newly
elected by the Company's stockholders on and after the effective
date of the 1992 Plan automatically received options for 6,000
shares on the date the director was elected by the stockholders.
In addition, on the second anniversary of the date on which an
eligible director received his or her initial grant of an option,
and biannually thereafter, each then eligible director
automatically received an option to acquire an additional 4,000
shares of Common Stock.  Option grants under the 1992 Plan are
exercisable in annual increments of 33.3% commencing one year
following the date of grant.  Under the 1998 Plan, the Board made
grants of options to directors at the times and in the amounts
that it deemed appropriate.  The Company will not make any further
awards of options under the 1992 Plan or the 1998 Plan.

Summary Compensation Table

The following table sets forth, for the years ended December 31,
2000, December 31, 2001, and December 31, 2002, certain
compensation awarded to, earned by, or paid to the Company's Chief
Executive Officer.  The Company's Chief Executive Officer was the
only executive officer whose annual compensation exceeded $100,000
for the year ended December 31, 2002.

<TABLE>
<CAPTION>

             Annual Compensation                                     Long Term
                                                                    Compensation
                                                                       Awards
______________________________________________________________________________
                                                                     Securities
                                                          Other      Underlying    All Other
                                                          Annual       Options      Compen-
   Name and Principal                Salary     Bonus     Compen-       /SARs        sation
       Position             Year      ($)        ($)      sation         (#)         ($)(1)
___________________________________________________________________________________________
<S>                         <C>      <C>        <C>       <C>        <C>            <C>
<FN>
<F1>
Phillip A. Wiland,          2002     192,311      581       (2)           0         2,037
Chairman, Chief Executive   2001     150,000    2,281                     0         1,763
Officer, and President      2000     231,081      -0-                     0         2,279
___________________________________________________________________________________________
</FN>
</TABLE>

(1) These amounts were paid by the Company as matching
contributions under the Company's Retirement Savings Plan.

(2) The Chief Executive Officer did not receive perquisites in
excess of the lesser of $50,000 or 10% of combined salary and
bonus for fiscal 2000, 2001 or 2002.

Options/SAR Exercises and Year-End Value Table

The following table sets forth information concerning each
exercise of stock options and SARs during the fiscal year ended
December 31, 2002 for the executive officer named in the Summary
Compensation Table and the fiscal year-end value of unexercised
options and SARs.

<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
<CAPTION>
_____________________________________________________________________________________________________________
                                                  Number of Securities            Value of
                                                  Underlying Unexercised          Unexercised In-the-Money
                                                  Options/SARs at                 Options/SARS at
                                                  12/31/02 (#)                    12/31/02(2) ($)
                                                  ___________________________________________________________
                     Shares          Value
                     Acquired on     Realized
   Name              Exercise(#)     (1) ($)      Exercisable   Unexercisable     Exercisable   Unexercisable
_____________________________________________________________________________________________________________
<S>                  <C>             <C>          <C>           <C>               <C>           <C>
<FN>
<F1>
Phillip A. Wiland      6,000            0           27,500         16,500              480           -0-
_____________________________________________________________________________________________________________
</FN>
</TABLE>


(1) The value realized calculation is based on the fair market
value of the underlying stock on the date of exercise, minus the
exercise price.

(2) The value calculation is based on the fair market value of the
underlying stock at year-end, minus the exercise price.


Compensation Committee Interlocks and Insider Participation

Robert L. Burrus, Jr., a former director of the Company and,
during 2002, a member of the Compensation and Nominations
Committee, is Chairman and partner of the law firm of McGuire
Woods LLP, which was retained as general counsel by the Company
during the fiscal year ended December 31, 2002.

Item  12.   Security Ownership of Certain Beneficial Owners and
            Management

The table below sets forth information regarding beneficial
ownership as of April 21, 2003 of Common Stock by the Company's
directors individually, the executive officer named in the Summary
Compensation Table individually, the Company's directors and
executive officers as a group, and persons known to the Company to
be beneficial owners of more than 5% of the Common Stock.


   Name and Address of      Amount and Nature of       Percent
    Beneficial Owner       Beneficial Ownership(1)     of Class
  ____________________     ______________________      ________

Executive Officers and Directors
________________________________

Phillip A. Wiland
2950 Colorful Avenue
Longmont, CO  80504               3,846,725(2)            73.06

Kenneth M. Gassman
15281 Westfork Drive
Glen Allen, VA  23059                23,160                   *

All Directors and Executive
Officers as a Group (2 Persons)   3,869,885               73.18


5% Owners
_________

None

___________

* Does not exceed 1% of the outstanding shares of the Company

(1) Except as described in footnote (2) below, each individual has
sole voting power and sole investment power with respect to the
Common Stock set forth opposite his name.  Includes, as to Mr.
Wiland, 27,500 shares and as to Mr. Gassman, 23,000 shares of
Common Stock, which could be acquired through exercise of stock
options within 60 days.

(2) Includes 3,805,325 shares owned in joint tenancy by Mr. Wiland
and his wife, who share voting and investment power as to the
shares, and 13,900 shares held by Mr. Wiland as custodian for his
minor children under the Uniform Gifts to Minors Act and for which
Mr. Wiland has sole voting and investment power.

Item 13.     Certain Relationships and Related Transactions

On April 26, 2002, we closed on a $4 million financing (the
"Financing") with St. Cloud Capital Partners, LP ("St. Cloud") and
Phillip A. and Linda S. Wiland (the "Wilands").  The Financing
entailed two 10% Senior Secured Promissory Notes (the "Notes") in
the aggregate principal amount of $4,000,000 and two Common Stock
Purchase Warrants, representing the right to acquire in the
aggregate 550,000 shares of common stock.  A portion of the
Financing was ascribed to the value of the warrants, with the
remaining amount recorded as notes payable.  We are accreting the
notes payable up to their full face amount over the terms of the
Notes.  The Notes are secured by undeveloped land that we owned
and by assets of the Colorful Images brand pursuant to a security
agreement (the "Security Agreement").

The Note and Warrant that we issued to the Wilands detailed above
replaced an existing note and warrant with the Wilands which was
entered into on March 28, 2002. That note provided that if we
obtained additional financing on or before April 30, 2002, the
Wilands would receive substantially similar terms and conditions
of the prospective investor(s).

Marshall S. Geller is the co-founder and senior manager of St.
Cloud, has an interest in St. Cloud, and was one of our directors.
Phillip A. Wiland is our Chairman, Chief Executive Officer and
President.  Linda S. Wiland is Mr. Wiland's spouse.  The Wilands
are significant stockholders of Concepts Direct, Inc.

During the first quarter of 2002, at the request of our Board of
Directors, we sought financing from numerous sources including
credit facilities from banks and mezzanine funding.  However, we
were not successful in finding financing on terms equal to or
better than the terms offered by the Wilands and St. Cloud.
Therefore, our Board of Directors set up a special committee of
Board members consisting of Virginia B. Bayless and Kenneth M.
Gassman, Jr. to review the negotiations of the Financing.  The
Financing was approved by the Board's special committee.  In
addition, the Board of Directors unanimously agreed to the terms
of the Financing on April 25, 2002.

St. Cloud and the Wilands exercised their Warrants on August 7,
2002.  The exercise price for the Warrants was $.10, of which St.
Cloud and the Wilands had already paid $.09.  St. Cloud and the
Wilands exercised the Warrants using the cashless exercise
procedure detailed in the Warrant Agreements and were each issued
272,369 shares of our common stock.

On November 12, 2002, we sold the remaining undeveloped land for
$1,050,000 and used the funds to reduce the balance of the Notes.
The original maturity date for the Notes was May 1, 2007. However,
due to the additional principal payment on November 12, 2002, the
Notes are scheduled to be paid in full on December 1, 2005.

Based on the Schedule 13D filed on April 2, 2003 by the Wilands,
the Company learned that the Wilands entered into two Stock
Purchase Agreements and a Securities Purchase Agreement on March
31, 2003 pursuant to which the Wilands acquired 1,240,306 shares
of Common Stock of the Registrant, for $0.54 per share, for a
total of $669,765.24.  The Wilands acquired all of these shares
with personal funds.  The Company understands that the Wilands
purchased 272,369 Company shares from St. Cloud Capital Partners,
25,000 Company shares from Marshall Geller, and 942,937 Company
shares from Lance Laifer, Laifer Capital Management and Hilltop
Partners.  The Company also understands that the Wilands purchased
the note of the Company owned by St. Cloud Capital Partners which
as of March 31, 2003 had a balance of $1,158,214.76.

Item 14.     Controls and Procedures

Our principal executive officer and principal financial officer
have evaluated the effectiveness of the Company's "disclosure
controls and procedures," as such term is defined in Rule
13a-14(c) of the Securities Exchange Act of 1934, as amended,
within 90 days of the filing date of this Annual Report on Form
10-K.  Based upon their evaluation, the principal executive
officer and principal financial officer concluded that, to the
best of their knowledge, our disclosure controls and procedures
are effective.

There were no significant changes in our internal controls or in
other factors that could significantly affect these controls,
since the date such controls were evaluated.

Item 15.     Principal Accountant Fees and Services

Audit Fees.  Ernst & Young LLP was our principal accountant for
the year ended 2002.  The aggregate fees billed by Ernst & Young
LLP for professional services to audit our annual financial
statements for 2002, and its reviews of the financial statements
included in our Forms 10-Q for that year, were $106,000.  Ernst &
Young billed us $95,000 for such services performed for 2001.

Audit-Related Fees.  The aggregate fees billed by Ernst & Young
LLP for services related to employee benefit plan audits for 2002
were $12,000.  Ernst & Young billed us $13,000 for audit-related
services performed for 2001.

Tax Fees.  The aggregate fees billed by Ernst & Young LLP for
professional services related to tax compliance, tax advice and
tax planning for 2002 were $6,000 to date.  Ernst & Young billed
us $23,000 for such services for the year ended 2001.

All Other Fees.  We did not pay Ernst & Young LLP for any other
services for 2002 or 2001.

The Audit Committee of the Company considered whether, and
determined that, the auditor's provision of non-audit services was
compatible with maintaining the auditor's independence.

Item 16.     Exhibits, Financial Statement Schedules, and Reports
             on Forms 8-K

Item 15 of our previously filed Form 10-K is hereby redesignated
as Item 16 in accordance with SEC Release No. 33-8183.


                         Signatures

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

                               CONCEPTS DIRECT, INC.

Date: April 30, 2003           By:  /s/ Phillip A. Wiland
                               __________________________
                               Phillip A. Wiland,
                               Chairman of the Board of
                               Directors, Chief Executive
                               Officer, and President

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates
indicated.

Date: April 30, 2003           /s/ Phillip A. Wiland
                               __________________________
                               Phillip A. Wiland,
                               Chairman of the Board of
                               Directors, Chief Executive
                               Officer, and President

Date: April 30, 2003           /s/ Kenneth M. Gassman, Jr.
                               ___________________________
                               Kenneth M. Gassman, Jr.,
                               Director

Date: April 30, 2003           /s/ Zaid H. Haddad
                               ___________________________
                               Zaid H. Haddad,
                               Chief Financial Officer
                               (Principal Financial Officer
                               and Principal Accounting Officer)


                          Certifications

I, Phillip A. Wiland, certify that:

1.  I have reviewed this amended annual report on Form 10-K/A of
    Concepts Direct, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: April 30, 2003            /s/ Phillip A. Wiland
                                _______________________
                                Phillip A. Wiland
                                Chairman, Chief Executive
                                Officer and President



I, Zaid H. Haddad, certify that:

1.  I have reviewed this amended annual report on Form 10-K/A of
    Concepts Direct, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:  April 30, 2003                /s/ Zaid H. Haddad
                                     ____________________
                                     Zaid H. Haddad
                                     Chief Financial Officer