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                                       SECURITIES  AND  EXCHANGE  COMMISSION
                                              Washington, D.C.  20549

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

                                                     (Mark One)
                              |X|ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                          SECURITIES EXCHANGE ACT OF 1934
                                      For the fiscal year ended June 30, 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: 333-31282

                                            O'Sullivan Industries, Inc.
                              (Exact name of registrant as specified in its charter)

                              Delaware                                                    43-0923022
   (State or other jurisdiction of incorporation or organization)            (I.R.S. Employer Identification No.)

                                    1900 Gulf Street, Lamar, Missouri64759-1899
                                (Address of principal executive offices)(Zip Code)

                        Registrant's telephone number, including area code: (417) 682-3322

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

                                                       None

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

                                                       None

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

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

         As of September 1, 2002, 100 shares of common stock of O'Sullivan Industries, Inc. were outstanding and
held by O'Sullivan Industries Holdings, Inc., an affiliate.

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                                     The Index to Exhibits begins on page 80.

                                                   Page 1 of 86











                                             Explanation of Amendment

         We are filing this amendment to our Annual Report on Form 10-K for the year ended June 30, 2002 to
restate the way we account for the tax sharing agreement between RadioShack Corporation and O'Sullivan
Holdings.

         In response to a comment letter from the Securities and Exchange Commission, we, after consulting with
our independent accountants, determined to revise our method of accounting for the tax sharing agreement.  Under
the revised method of accounting, we recorded the deferred tax asset created by the increased tax basis in our assets
as a result of elections under Sections 338(g) and 338(h) of the Internal Revenue Code by RadioShack and
O'Sullivan as of February 1994.  Simultaneously, we also recorded our total payable to O'Sullivan Holdings related
to the tax sharing agreement.  Each of these amounts was approximately $147.9 million as of February 1994.  These
amounts were reduced as we realized benefits from the increased deductions from our increased basis and made
payments to O'Sullivan Holdings.  In March 2002, we placed a valuation allowance against our net deferred tax
assets, debiting tax expense for the amount of the valuation allowance.

         This report reflects the revised method of accounting.  We are in the process of amending our quarterly
reports on Form 10-Q for the quarters ended September 30, 2002 and December 31, 2002.








                                                      PART  I

Item 1.  Business.

History and Overview

         O'Sullivan Industries, Inc., a Delaware corporation incorporated in 1969, is a leading designer,
manufacturer and distributor of ready-to-assemble furniture in the United States.  Our business was founded in 1954
by Thomas M. O'Sullivan, Sr.  All of our common stock is owned by O'Sullivan Industries Holdings, Inc.,   a
holding company with no material operations.  O'Sullivan Industries, Inc. owns all of the capital stock of O'Sullivan
Industries - Virginia, Inc., a Virginia corporation, and O'Sullivan Furniture Factory Outlet, Inc., a Missouri
corporation.  O'Sullivan Industries Holdings, Inc. is dependent on O'Sullivan Industries, Inc. to fund the interest cost
on $19.8 million of debt, including accrued interest, and dividends on mandatorily redeemable senior preferred stock
(liquidation value plus accumulated dividends totaling $33.3 million at June 30, 2002).

         References to the words "O'Sullivan," "we," "our" and "us" refer to O'Sullivan Industries, Inc., and its
subsidiaries.  References to "O'Sullivan Holdings" refer to O'Sullivan Industries Holdings, Inc. only.  References to
"O'Sullivan Industries" refer to O'Sullivan Industries, Inc. only.  References to "O'Sullivan Industries - Virginia"
refer to O'Sullivan Industries - Virginia, Inc.

         We own manufacturing, warehouse and distribution facilities in Lamar, Missouri and South Boston,
Virginia.  We commenced operations at the Lamar, Missouri plant in 1965, and the South Boston, Virginia facility
became operational in 1989.

         We engage in one industry segment:  the design, manufacture and sale of ready-to-assemble, or RTA,
furniture.

Business Overview

         After two years of sales growth in excess of 10%, our net sales declined 11.5% in fiscal 2001.  In fiscal
2002, our sales declined 2.7% as improvements in the third quarter of the fiscal year did not overcome sales declines
in the other three quarters of the year.  Our sales declined for several reasons, including:


           ->        the stalling of growth in sales of personal computers, which reduced the need for computer
                     desks and workstations;
           ->        the slowdown of economic growth and consumer spending in the United States, particularly in
                     the office superstore channel;
           ->        store closings by a number of customers, including OfficeMax, Office Depot, Montgomery
                     Ward, Kmart and ShopKo;
           ->        the bankruptcy of Ames and Kmart;
           ->        the liquidation of Montgomery Ward and Service Merchandise;
           ->        inventory reductions by our customers, particularly in the office superstore channel;
           ->        the decline in price of the average unit sold, reflecting a trend toward more promotional
                     merchandise; and
           ->        the retrenchment in business capital outlays, particularly relating to the purchase of office
                     furniture.

         These factors, along with the economic repercussions from the September 11, 2001 terrorist attacks, will
continue to affect our business into fiscal 2003.  Improvements in the economy, coupled with new product







introductions and inventory replenishments by our customers, helped our net sales increase by 8.0% in the quarter
ended March 31, 2002 over the same quarter of fiscal 2001; however, sales declined 8.4% in the fourth quarter of
fiscal 2002 from the prior year fourth quarter as the economic recovery slowed, inventory reductions resumed and
new product rollouts were delayed.

         Reacting to the lower sales levels, we closed our Cedar City, Utah manufacturing facility in January 2001.
We also reduced support staff at the Lamar, Missouri facility.  We recorded a $10.5 million pre-tax restructuring
charge to reflect the costs of these actions.  We are saving about $5.0 million annually from the closing of our Cedar
City, Utah facility.

         In March 2002, the arbitration panel ruled against us in our dispute regarding the tax sharing and tax benefit
reimbursement agreement between O'Sullivan Holdings and RadioShack.  We signed a settlement agreement with
RadioShack in May 2002.  Under the settlement agreement, we paid RadioShack $27.7 million in the fourth quarter
of fiscal 2002, reflecting amounts due under the tax sharing agreement through June 30, 2002.  In March 2002, we
recorded a valuation allowance of $95.5 million against our net deferred tax assets because we could not establish,
with objective evidence, that it is more likely than not that we will be able to realize a reduction in our tax liabilities
from such assets before they expire.  See Item 3, "Legal Proceedings," Notes 3 and 11 to the Notes to our
Consolidated Financial Statements in Item 8 of Part II of this report and "Management's Discussion and Analysis of
Financial Position and Results of Operations," in Item 7 in Part II of this report.

         As a result of the lower sales levels, coupled with the restructuring charge in fiscal 2001 and the outcome of
the arbitration proceedings with RadioShack in fiscal 2002, we incurred a net loss of $84.3 million and $6.4 million
for fiscal 2002 and fiscal 2001, respectively.  However, even with the lower sales level, we were able to increase our
earnings before interest, taxes, depreciation and amortization to $54.6 million in fiscal 2002 from $37.0 million in
fiscal 2001 due to lower raw material prices, increased productivity, the closing of the less efficient Cedar City, Utah
facility and the $10.5 million restructuring charge taken in fiscal 2001.

         While we have confidence in the long-term future of the RTA furniture industry, sales in the first quarter of
fiscal 2003 are anticipated to be down approximately 10% from sales in the first quarter of fiscal 2002, as the factors
discussed above continue to affect our sales.  We cannot yet predict when our sales will return to a pattern of sales
growth.

The 1999 Recapitalization and Merger

         On November 30, 1999, O'Sullivan Holdings completed a recapitalization and merger through which the
outstanding stock of O'Sullivan Holdings was purchased by a private equity firm, Bruckmann, Rosser,
Sherrill & Co. II, LP ("BRS"), 34 members of our management and an affiliate of a former director.  Management
and the affiliate of a former director owned a total of 27.1% of the outstanding common stock of O'Sullivan
Holdings at June 30, 2002.  BRS and certain of its affiliates own the balance.

         Each share of outstanding common stock of O'Sullivan Holdings was exchanged for $16.75 in cash and one
share of senior preferred stock with an initial liquidation value of $1.50 per share.  Some of the shares of O'Sullivan
Holdings common stock, options and cash held by the management participants in the recapitalization and merger
were exchanged for 371,400 shares of common stock, 72,748 shares of Series B junior preferred stock and options to
acquire 60,319 shares of Series A junior preferred stock of the surviving company.

         The total amount of funds necessary to fund the recapitalization and merger and related transactions was
approximately $357.0 million.  These funds came primarily from the following sources:


          o          an equity investment by BRS of approximately $45.3 million in cash in the recapitalization and
                     merger.  The cash investment was used to purchase 996,600 shares of common stock and
                     442,933 shares of Series B junior preferred stock of O'Sullivan Holdings;









          o          an equity investment in O'Sullivan Holdings by the management participants in the
                     recapitalization and merger in the amount of approximately $13.7 million.  This investment
                     consisted of the exchange by the management participants of common stock of O'Sullivan
                     Holdings with a value of $6.9 million, options to acquire common stock of O'Sullivan Holdings
                     with an intrinsic value of $6.1 million and cash of $700,000 for shares of common stock, shares
                     of Series B junior preferred stock and options to acquire shares of Series A junior preferred
                     stock, each of O'Sullivan Holdings;
          o          the issuance by O'Sullivan Holdings of senior preferred stock with a total liquidation value of
                     $24.6 million to the existing stockholders of O'Sullivan Holdings;
          o          the issuance by O'Sullivan Holdings of a $15.0 million senior note and warrants exercisable in
                     aggregate into 6.0% of O'Sullivan Holdings common stock and 6.0% of O'Sullivan Holdings
                     junior preferred stock on a fully diluted basis as of the date of the issuance of the warrants;
          o          the issuance by O'Sullivan of $100.0 million of senior subordinated notes together with
                     warrants issued by O'Sullivan Holdings exercisable in aggregate into 6.0% of O'Sullivan
                     Holdings common stock and 6.0% of O'Sullivan Holdings junior preferred stock on a fully
                     diluted basis as of the date of issuance of the warrants;
          o          borrowings by O'Sullivan totaling approximately $139.0 million under the senior credit facility;
                     and
          o          $9.4 million of cash from O'Sullivan.

         In addition, $10.0 million of variable rate industrial revenue bonds remain outstanding following the
recapitalization transactions.

         The recapitalization and merger was approved by the board of directors of O'Sullivan Holdings, the board
of directors of OSI Acquisition, Inc. (the merger vehicle created by BRS) and a majority of the stockholders of
O'Sullivan Holdings.  We accounted for the merger under recapitalization accounting.  Under this method, the
historical basis of our assets and liabilities was not affected.

RTA Furniture

         We are a leading designer, manufacturer and distributor of ready-to-assemble furniture products, with over
45 years of experience.  We sell primarily to the home office and home entertainment markets.  We manufacture
approximately 450 stock keeping units of ready-to-assemble furniture at retail price points from $20 to $999.  Our
product offerings include ready-to-assemble desks, computer workcenters, home entertainment centers, audio
equipment racks, pantries and microwave oven carts.  We also manufacture a variety of other ready-to-assemble
furniture for home office, home entertainment, storage, bedroom and other home uses.  We design our products to
provide high quality, value and ease of assembly by the consumer using straight-forward, diagramed instructions.
For information regarding our sales, operating profits and assets, see the financial statements included in Part II,
Item 8 of this report, "Financial Statements and Supplementary Data."

         We distribute our products primarily through office superstores, including OfficeMax, Office Depot
and Staples, discount mass merchants, including Wal-Mart, Target and Kmart, home centers such as Lowe's, and
electronic superstores such as Best Buy and Circuit City, as well as through other retail channels.  We own two
modern manufacturing facilities totaling over 1.8 million square feet located in Lamar, Missouri and South Boston,
Virginia.

Competitive Strengths

         We believe that we are able to compete effectively due to the following strengths:

         Leading market share position.  We believe we are the second largest North American ready-to-assemble
furniture manufacturer in terms of domestic sales.  We estimate our share of the ready-to-assemble furniture market
in calendar 2001 was approximately 17%.  Many of our largest customers, including office superstores and discount







mass merchants, have substantial purchasing requirements across the country.  We are able to satisfy these
requirements because of our large manufacturing capacity and our innovative, high quality products.

         Leader in product quality, innovation and design.  We believe that we are recognized as a leader in product
quality, innovation and design in the ready-to-assemble furniture industry.  Our computer-aided design software and
our modern manufacturing processes enable us to develop more than 150 new products per year.   Consequently,
about one-third of our products are new each year.  Our ability to innovate allows us to keep pace with changes in
retailer and consumer tastes and demands.  The American Society of Furniture Designers has awarded us three
Pinnacle Awards in the last four years.

         Well-established customer relationships.  We have well-established relationships with many of the largest
retailers of ready-to-assemble furniture in the United States.  These include office superstores like OfficeMax, Office
Depot and Staples.  They also include national discount mass merchants, like Wal-Mart, Target and Kmart,
electronic superstores like Best Buy and Circuit City and home centers such as Lowe's.  We believe we have a long
history as a trusted vendor and have earned a reputation for product quality and innovation, customer responsiveness
and manufacturing flexibility.

         Available capacity positions us for growth.  In recent years, we have expanded our manufacturing facilities
to provide capacity to meet current and anticipated demand.  Two of these expansion projects, started in early 2000
to meet anticipated demand growth in 2001 and beyond, were completed in fiscal 2002.  Thus, even with the closure
of the Cedar City, Utah manufacturing facility, we have substantial available capacity that will enable us to meet
growing demand.

         Low cost manufacturing operations.  We believe that we are a low-cost ready-to-assemble furniture
producer due to our large scale, modern facilities and efficient manufacturing processes.

         Experienced management team with significant equity ownership.  Our senior management team has
extensive experience in the ready-to-assemble segment of the furniture industry.  Our eleven officers have been with
us for an average of over 18 years.  In addition, we have broadened our management's expertise by hiring executives
from other leading manufacturers.  Management participants in the recapitalization invested a total of $13.7 million.
This retained equity includes an interest of approximately 27.1% in the outstanding common stock of O'Sullivan
Holdings.  As a result of their substantial equity interest, we believe the management participants in the
recapitalization have a significant incentive to continue to increase our sales and profitability.

Growth Strategy

         Sales of ready-to-assemble furniture, although expanding more rapidly than sales of traditional case goods
furniture in recent years, still represent less than 7% of the overall domestic residential furniture market.  As the
quality of ready-to-assemble furniture continues to improve, and discount mass merchants and home centers
continue to expand, we expect ready-to-assemble furniture to gain additional market share.  The key elements of our
growth strategy are as follows:

         Continue to develop a broad range of innovative, high quality products.  We are dedicated to offering a
broad range of high quality products at a variety of retail prices.  We believe that by maintaining a broad product line
we can appeal to a greater number of consumers and penetrate a larger number of distribution channels.  We seek to
drive demand for our products and maintain profitability in an otherwise price-rigid environment by providing a
steady supply of high quality product introductions.  In fiscal 2002, we introduced approximately 150 new products.
For the future, we believe that there are additional categories, such as storage and commercial office furniture, that
offer opportunities for us to grow.

         Further penetrate existing and new, growing distribution channels.  Sales to office superstores and discount
mass merchants, our core distribution channels, grew at a compound annual growth rate of about 8.5% since fiscal
1995 to over $250 million in fiscal 2002.  However, total sales slumped sharply in fiscal 2001 and were down 2.7%
in fiscal 2002.  To increase sales to our existing customer base, we have developed several initiatives.  These
initiatives include dedicated product lines, enhanced customer service and tailored marketing programs.  We have
also focused on increasing sales to other growing distribution channels.  These channels include electronic specialty
retailers and home improvement centers.








         Lower production costs.  Producing ready-to-assemble furniture cost effectively is vital to our competitive
position.  This belief was the premise for capital expansions.  Our capital investments have increased our total
manufacturing capacity.  New equipment and employee training have also improved our inventory management,
order fulfillment rates and production efficiency.

         Remain committed to customer service.  We are committed to providing superior customer service to
maintain strong relationships with our customers.  We strive to develop marketing strategies that are consistent with
our customers' needs and their position in the marketplace.  The recent investments we have made to improve our
management information systems and increase our manufacturing capacity should enable us to provide a higher level
of customer responsiveness, improve the look and quality of our products and enhance our ability to forecast orders.

Product Overview

         We group our product offerings into three distinct categories:

          o          furniture for the home office and small office, including desks, computer work centers,
                     bookcases and filing cabinets;
          o          electronics display furniture, including home entertainment centers, home theater systems,
                     television and audio stands and audio and video storage units; and
          o          home decor furniture, including microwave oven carts, pantries, living room and recreation
                     room furniture and bedroom pieces, including dressers, night stands and wardrobes.

The following is a description of some of our products.

          Product                              Description                             Key Customers
Living Dimensions.......... contemporary small office/home office.              OfficeMax, Staples
                            Upscale features include Armortop(R)laminates
                            and Quickfit(TM)fastener system
Maestro.................... a modular, light commercial office furniture        OfficeMax
                            system
French Gardens............. country French style collection with antique        OfficeMax, ShopKo,
                            Odessa pine finish.  Both home office and           Staples, Lowe's
                            entertainment products
Transitions................ contemporary small office/home office and           Best Buy, Lowe's
                            entertainment furniture collection in a medium
                            alder finish
Manor Hill................. updated traditionally styled home entertainment     Lowe's, Meijer, Best Buy
                            and home office furniture
Elements................... a modular home office grouping                      Office Depot

Product Design and Development

          We believe we are an industry leader in product quality and innovation.  We are committed to the
continuing development of unique furniture that meets consumer needs.  With over 50% of our sales to the home
office and small office market, we believe we are recognized as one of the industry's premier producers of
contemporary home office and small office ready-to-assemble furniture.  In the past three years, we introduced an
average of over 150 products per year.  In the ready-to-assemble furniture industry, a new product can be a variation
in color or styling of an existing product.  By providing a continuous supply of new product introductions, we
endeavor to drive demand for our products, which we believe will allow us to maintain our profit margins in an
otherwise price-rigid environment.








         We maintain an in-house product design staff that collaborates with our marketing personnel and customers
to develop new products based on demographic and consumer information.  The product design professionals then
work with our engineering division to produce full-scale prototypes.  The engineering staff uses computer-aided
design software, which provides three-dimensional graphics capabilities.  The software allows a design engineer to
accelerate the time-to-completion for a new product design.  This allows us to reduce the time for newly conceived
products to reach the market.  We then show our prototypes to our customers to gauge interest.  If initial indications
of product appeal are favorable, we usually can commence production within twelve weeks.  We spent
approximately $1.1 million, $1.0 million and $1.0 million on product design and development in fiscal years 2002,
2001 and 2000, respectively.

Customers

           Ready-to-assemble furniture is sold through a broad array of distribution channels, including discount
mass merchants, office superstores, electronic superstores, national department stores and home centers.  While the
ready-to-assemble segment historically has been dominated by discount mass merchants like Wal-Mart, Target and
Kmart, office superstores have become the second largest distribution channel.

           We have a large market share position in both of the two major distribution channels and longstanding
relationships with key customers.  In fiscal 2002, sales to OfficeMax accounted for about 19% of our gross sales,
Office Depot accounted for about 14% of our gross sales and Wal-Mart accounted for about 12% of our gross sales.
Similar to other large ready-to-assemble furniture manufacturers, our sales are fairly concentrated.

Sales and Marketing

         We manage our customer relationships both through our in-house sales force and a network of independent
sales representatives.  Key accounts like OfficeMax and Office Depot are called on jointly by our sales force and
independent sales representatives.  Smaller customers are serviced mainly by independent sales representatives,
whose activities are reviewed by our in-house sales force.

         We work extensively with our customers to meet their specific merchandising needs.  Through customer
presentations and other direct feedback from the customer and consumers, we identify the consumer tastes and
profiles of a particular retailer.  With this information, we make product recommendations to our customers.  We
maintain a close dialogue with customers to ensure that the design and functional requirements of our products are
fulfilled.

         Our products are promoted by our customers to the public under cooperative and other advertising
agreements.  Under these agreements, our products are advertised in newspaper inserts and catalogs, among other
publications.  We generally cover a portion of the customer's advertising expenses if the customer places approved
advertisements mentioning us and our products by name.  We may also provide support to some customers'
advertising programs.  We generally do not advertise directly to consumers.  We do, however, advertise in trade
publications to promote O'Sullivan as a producer of high quality ready-to-assemble furniture.

         We provide extensive service support to our customers.  This support includes designing and installing in-
store displays, educating retailers' sales forces and maintaining floor displays.  We have been recognized for our
commitment to our retail partners and have earned several awards in recent years.

         We participate in the furniture markets held in High Point, North Carolina in April and October of each
year.  High Point is the principal international market in the furniture industry.  It attracts buyers from the United
States and abroad.  In 2001, we signed a lease for a new, larger showroom in High Point.  We also maintain other
showrooms to market our product lines.

         We sell our products throughout the United States and in Canada, Mexico, the United Kingdom, Australia
and other countries.  Export sales were $19.1 million, $23.9 million and $25.0 million in fiscal 2002, 2001 and 2000,
respectively.  In fiscal 2002, sales decreases in Central & South America, the Middle East and the United Kingdom
were partially offset by sales increases in the Canadian market.  In fiscal 2001, sales increases in the United







Kingdom and Canada due to marketing successes were more than offset by sales decreases in the Middle Eastern
market.  In fiscal 2000, international sales declined largely due to the strength of the dollar against the pound and
lower sales to the Middle East.

Manufacturing

         We operate two modern manufacturing facilities, in Lamar, Missouri and South Boston, Virginia.  In total,
these facilities have about 1.8 million square feet.



o          Lamar, Missouri:  Opened in 1965, this facility has about 1.15 million square feet.  It is our larger
           facility and has the capability to produce our entire product offering.  This facility also serves as our
           corporate headquarters.
  o        South Boston, Virginia:  Opened in 1989, our South Boston facility has been expanded to approximately
           675,000 square feet, including an expansion of about 200,000 square feet completed in 2001.  The South
           Boston facility has the capability to manufacture most of our products.

Raw Materials

         The materials used in our manufacturing operations include particleboard, fiberboard, coated paper
laminates, glass, furniture hardware and packaging materials.  Our largest raw material cost is particleboard.  We
purchase all of our raw material needs from outside suppliers.  We buy our particleboard and fiberboard at market-
based prices from several independent wood product suppliers.  We purchase other raw materials from a limited
number of vendors.  These raw materials are generally available from other suppliers, although the cost from
alternate suppliers might be higher.

         As is customary in the ready-to-assemble furniture industry, we do not maintain long-term supply contracts
with our suppliers.  We do, however, have long standing relationships with all of our key suppliers and encourage
supplier partnerships.  Our supplier base is sufficiently diversified so that the loss of any one supplier in any given
commodity should not have a material adverse effect on our operations.  We have never been unable to secure
needed raw materials.  However, there could be adverse effects on our operations and financial condition if we are
unable to secure necessary raw materials like particleboard and fiberboard.

         Because we purchase all of our raw materials from outside suppliers, we are subject to changes in the prices
charged by our suppliers.  In fiscal 2000, our operating income was reduced by price increases of these commodities.
In fiscal 2001, particleboard and fiberboard prices declined, increasing our operating income in the latter portion of
the year.  Industry pricing for particleboard was flat to slightly lower in fiscal 2002, and analysts anticipate pricing
will remain about the same through calendar 2002.  Prices for fiberboard, however, began to increase in the fourth
quarter of fiscal 2002, and we expect further price increases in fiscal 2003.  We cannot assure you that raw material
prices will not increase in the future.  If the demand for particleboard increases, prices may rise in 2003 or even
earlier.  See "Cautionary Statement Regarding Forward Looking Information and Risk Factors" in Item 7 of Part II
of this report.

Competition

         The residential furniture market is very competitive and includes a large number of both domestic and
foreign manufacturers.  Our competitors include manufacturers of both ready-to-assemble and assembled furniture.
Although a large number of companies manufacture ready-to-assemble furniture, the top five ready-to-assemble
furniture manufacturers accounted for an estimated 74% of the domestic ready-to-assemble furniture market in 2001.
Our top five competitors are Sauder Woodworking, Inc., Bush Industries, Inc., Dorel Industries, Inc., Mills Pride and
Creative Interiors.  Some of our competitors have greater sales volume and financial resources than we do.  RTA
furniture manufacturers compete on the basis of price, style, functionality, quality and customer support.








         In recent years, sales of imported RTA furniture have been increasing in the United States.  We anticipate
that we will continue to compete with imports in the United States.  We are reacting to this new competition by
emphasizing our design capabilities, our quality and our ability to deliver product from the factory more quickly, as
well as being price competitive.  We have also begun to source the manufacture of certain products from other
countries.

         Several manufacturers, including O'Sullivan, have excess manufacturing capacity due to the current decline
in sales in the RTA furniture segment.  This excess capacity is causing increased competition that is expected to
continue, and perhaps to intensify, in fiscal 2003.  This adversely affected our margins and results of operations in
fiscal 2002, and will continue to affect margins and results in fiscal 2003.

Patents and Trademarks

         We have a United States trademark registration and international trademark registrations or applications for
the use of the O'Sullivan(R)name on furniture.  We believe that the O'Sullivan name and trademark are well-
recognized and associated with high quality by both our customers and consumers and are important to the success
of our business.  Our products are sold under a variety of trademarks in addition to O'Sullivan.  Some of these names
are registered trademarks.  We do not believe that the other trademarks we own enjoy the same level of recognition
as the O'Sullivan trademark.  We also do not believe that the loss of the right to use any one of these other
trademarks would be material to our business.

         We hold a number of patents and licenses.  We do not consider any one of these patents and licenses to be
material to our business.

Shipping

         We offer customers the choice of paying their own freight costs or having us absorb freight costs.  If we
absorb the freight costs, our product prices are adjusted accordingly.  When we pay freight costs, we use
independent trucking companies with whom we have negotiated competitive transportation rates.

Backlog

         Our business is characterized by short-term order and shipment schedules of generally less than two weeks.
Accordingly, we do not consider backlog at any given date to be indicative of future sales.

Seasonality

         We generally experience a somewhat higher level of sales in the second and third quarters of our fiscal year
in anticipation of and following the holiday selling seasons.

Insurance

         We maintain liability insurance at levels that we believe are adequate for our needs.  We believe these
levels are comparable to the level of insurance maintained by other companies in the furniture manufacturing
business.

Employees

         As of June 30, 2002, we had approximately 2,225 employees.  About 71% percent of these employees are
located in Lamar, Missouri.  None of our employees are represented by a labor union.  We believe that we have good
relations with our employees.

Environmental and Safety Regulations

         Our operations are subject to extensive federal, state and local environmental laws, regulations and
ordinances.  Some of our operations require permits.  These permits are subject to revocation, modification and
renewal by governmental authorities.







         Governmental authorities have the power to enforce compliance with their regulations.  Violators may be
subject to fines, injunction, incarceration, or all three.  Compliance with these regulations has not had a significant
effect on our results of operations, capital expenditures or competitive position.  In fiscal 2001, we received a Title V
operating permit for our facility in Lamar, Missouri.  The permit imposes additional monitoring restrictions on our
operations, but has not required us to modify our operations.  We have addressed certain issues with the Missouri
Department of Natural Resources regarding the effectiveness of the monitoring requirements.

         Our manufacturing process creates by-products, including sawdust and particleboard flats.  At the South
Boston facility, this material is given to a recycler or disposed of in landfills.  At the Lamar facility, the material has
been sent to recyclers and off-site disposal sites.  In fiscal 2002, we were successful in increasing the percentage of
by-products delivered to recyclers at a reduced cost to us.  Our by-product disposal costs were approximately
$600,000 for fiscal 2002, $1.1 million for fiscal 2001 and $1.9 million for fiscal 2000.

         Our manufacturing facilities ship waste products to various disposal sites.  If our waste products include
hazardous substances and are discharged into the environment, we are potentially liable under various laws.  These
laws may impose liability for releases of hazardous substances into the environment.  These laws may also provide
for liability for damage to natural resources.  One example of these laws is the federal Comprehensive
Environmental Response, Compensation and Liability Act.  Generally, liability under this act is joint and several and
is determined without regard to fault.  In addition to the Comprehensive Environmental Response, Compensation
and Liability Act, similar state or other laws and regulations may impose the same or even broader liability for
releases of hazardous substances.

         We have been designated as a potentially responsible party under the Arkansas Remedial Action Trust Fund
Act for the cost of cleaning up a disposal site in Diaz, Arkansas.  We entered into a de minimis buyout agreement
with some of the other potentially responsible parties.  We have contributed $2,000 to date toward cleanup costs
under this agreement.  The agreement subjects potentially responsible parties to an equitable share of any additional
contributions if cleanup costs exceed $9 million.  In this event, we would be liable for our share of the excess.
Cleanup expenses have approached $9 million.  The state has approved a plan providing that groundwater at the site
be monitored.  No further remediation activity is necessary unless further problems are discovered.  The monitoring
activities, which are underway, should not require the potentially responsible parties to make additional payments.
We believe that the amounts we may be required to pay in the future, if any, relating to this site will be immaterial.

         Our operations also are governed by laws and regulations relating to workplace safety and worker health,
principally the Occupational Safety and Health Act and related regulations.  Additionally, some of our products must
comply with the requirements and standards of the United States Consumer Products Safety Commission.  We
believe that we are in substantial compliance with all of these laws and regulations.

Item 2.  Properties.

         O'Sullivan owns two manufacturing, warehouse and distribution facilities.  The Lamar, Missouri facility,
which also serves as O'Sullivan's headquarters, consists of approximately 1,150,000 square feet.  The South Boston,
Virginia facility has approximately 675,000 square feet.  These properties are subject to liens in favor of the holders
of our senior credit facility.

         We purchased additional land adjacent to our Lamar facility in July 2002.  We have some excess land at
South Boston which may be used for expansion.

         We lease space for showrooms in High Point, North Carolina and in other locations in the United States.
We also lease warehouse space in Lamar and Neosho, Missouri.  We lease space for a factory outlet store in
Springfield, Missouri to sell close-out and excess inventory.

         Our Canadian operations are in a leased facility in Markham, Ontario.  O'Sullivan's United Kingdom
operations are in a leased facility in Oxfordshire.

         The Cedar City, Utah manufacturing plant that we closed in January 2001 is for sale.








         We consider our owned and leased facilities to be adequate for the needs of O'Sullivan and believe that all
of our owned and leased properties are well maintained and in good condition.

Item 3.  Legal Proceedings.

         Prior to O'Sullivan Holdings' initial public offering in 1994, we were owned by RadioShack Corporation
(then named Tandy Corporation).  In connection with the 1994 initial public offering of O'Sullivan Holdings'
common stock, RadioShack Corporation, its subsidiary TE Electronics Inc. and O'Sullivan Holdings entered into a
Tax Sharing and Tax Benefit Reimbursement Agreement.  Pursuant to the tax sharing agreement, RadioShack is
primarily responsible for all U.S. federal income taxes, state income taxes and foreign income taxes with respect to
O'Sullivan for all periods ending on or prior to the date of consummation of the offering and for audit adjustments to
such federal income and foreign income taxes.  We are responsible for all other taxes owing with respect to us,
including audit adjustments to state and local income taxes and for franchise taxes.

         RadioShack and O'Sullivan Holdings made elections under Sections 338(g) and 338(h)(10) of the Internal
Revenue Code with the effect that the tax basis of O'Sullivan Industries' assets was increased to the deemed purchase
price of the assets.  An amount equal to such increase was included in income in the consolidated federal income tax
return filed by RadioShack.  This additional tax basis results in increased income tax deductions and, accordingly,
reduced our taxable income or increased our net operating loss.  Pursuant to the tax sharing agreement, O'Sullivan
Holdings pays RadioShack nearly all of the federal tax benefit expected to be realized with respect to such additional
basis.

         We are incurring significantly higher interest expense associated with our higher debt levels in connection
with the financing of our November 1999 recapitalization and merger.  We believed that this increased interest
expense, and certain expenses incurred to consummate the recapitalization and merger, should be taken into account
in determining the payments O'Sullivan Holdings is required to make to RadioShack under the tax sharing
agreement.  RadioShack claimed we could not deduct the additional interest and expenses in determining the tax
sharing payments.

         On June 29, 1999, RadioShack filed a complaint against O'Sullivan Holdings in the District Court of Texas
in Tarrant County.  RadioShack's complaint sought a court order compelling us to submit to a dispute resolution
process.  O'Sullivan Holdings argued that no dispute existed because at that time the recapitalization and merger had
not closed.  On October 8, 1999, the court ordered O'Sullivan Holdings to commence dispute resolution procedures
before an arbitrator, according to the terms of the tax sharing agreement.  Mediation efforts failed to resolve the
issue.  Arbitrators were selected to hear the dispute, the arbitration was heard in October 2001 and briefing of the
issue followed.

         In March 2002, the arbitration panel ruled in favor of RadioShack on this issue, concluding that the interest
expense arising from the recapitalization and merger is not deductible in calculating the payments due from
O'Sullivan Holdings to RadioShack under the tax sharing agreement.

         Following the issuance of the opinion, O'Sullivan Holdings reached a settlement of the dispute with
RadioShack.  Under the settlement, O'Sullivan Holdings paid RadioShack $21.5 million in May 2002 to cover all
amounts due through December 31, 2001; RadioShack waived interest on the payments and its attorneys' fees.
O'Sullivan Holdings agreed to make future payments under the tax sharing agreement without deducting interest on
indebtedness incurred in the recapitalization and merger.  For the six months ended June 30, 2002, O'Sullivan
Holdings paid RadioShack $6.2 million.  The funds for those payments have come, and funds for future payments
will continue to come, from us.

         See Note 3 to the Notes to Consolidated Financial Statements in Part II, Item 8 of this report for a
discussion of the accounting for the tax sharing agreement and the settlement agreement with RadioShack.

         See "Cautionary Statement Regarding Forward Looking Statements and Risk Factors" in Item 7 of Part II of
this report.

         Other Litigation and Claims.  In addition, we are a party to various pending legal actions arising in the
ordinary operation of our business.  These include product liability claims, employment disputes and general







business disputes.  We believe that these actions will not have a significant negative effect on our operating results
and financial condition.

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

         No matters were submitted to a vote of security holders of O'Sullivan during the quarter ended June 30,
2002.

                                                      PART II

Item 5.  Market for the Registrant's Common Stock and Related Stockholder Matters.

         Our common stock is owned by O'Sullivan Holdings, so there is no established public market for our
common equity.

         We currently intend to retain all earnings to finance the development of our operations and to repay our
indebtedness.  Our credit agreements effectively prohibit us from paying dividends on our common or preferred
stock.  We do not anticipate paying cash dividends on our shares of common or preferred stock in the near future.
Our future dividend policy will be determined by our Board of Directors on the basis of various factors, including
but not limited to our results of operations, financial condition, business opportunities and capital requirements.  The
payment of dividends is subject to the requirements of Delaware law, as well as restrictive financial covenants in our
debt agreements.

Item 6.  Selected Consolidated Historical Financial Information.

         The selected historical consolidated results of operations and balance sheet data for the three years ended
June 30, 2002 and as of June 30, 2002 and 2001, as restated as described in Note 3 to the consolidated financial
statements, are derived from O'Sullivan's audited financial statements.  The selected historical consolidated results of
operations and balance sheet data for the two years ended June 30, 1999 and as of June 30, 2000, 1999 and 1998 are
from O'Sullivan's accounting records.  This selected consolidated financial data should be read in conjunction with
Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Item 8,
"Consolidated Financial Statements and Related Notes," in Part II of this report.


                                                                     For the year ended June 30,
                                                   ----------------------------------------------------------------
                                                          2002     2001         2000         1999          1998
                                                   -----------  -----------  -----------  -----------   -----------
                                                   (Restated)
                                                                            (in thousands)
Net sales1                                       $     349,098$     358,811$     405,234$     363,678 $     326,531
Cost of sales                                          254,662      269,720      298,387      267,630       244,086
                                                   -----------  -----------  -----------  -----------   -----------
Gross profit                                            94,436       89,091      106,847       96,048        82,445
Selling, marketing and administrative
     expense1                                           54,330       56,461       64,053       59,008        56,336
Restructuring charge                                         -       10,506            -            -             -
Compensation expense associated with stock
     options                                                 -            -       10,627            -             -
Loss on settlement of interest rate swap                     -            -          408            -             -
                                                   -----------  -----------  -----------  -----------   -----------
Operating income                                        40,106       22,124       31,759       37,040        26,109
Interest expense, net                                   25,686       31,780       17,445        2,844         2,468
                                                   -----------  -----------  -----------  -----------   -----------
Income (loss) before income tax provision,
     extraordinary item and cumulative effect of
     accounting change                                  14,420       (9,656)      14,314       34,196        23,641
Income tax provision (benefit)                          98,713       (3,380)       5,153       12,311         8,742
                                                   -----------  -----------  -----------  -----------   -----------
Income (loss) before extraordinary item and                          (6,276
     cumulative effect of accounting change            (84,293)            )       9,161       21,885        14,899
Extraordinary loss from early extinguishment
     of debt                                                 -            -         (305)           -             -








Interest expense, net                                   25,686       31,780       17,445        2,844         2,468
Cumulative effect of accounting change                       -          (95)           -            -             -
                                                   -----------  -----------  -----------  -----------   -----------

Net income (loss)                                $     (84,293$      (6,371$       8,856$      21,885 $      14,899
                                                   ===========  ===========  ===========  ===========   ===========

Cash flows provided by operating activities      $      25,115$      25,016$      40,731$      25,072 $      27,164
Cash flows used for investing activities                (8,644)     (16,811)     (17,129)     (15,554)      (28,359)
Cash flows used for financing activities                (7,754)     (13,012)     (15,475)      (7,588)       (3,970)

EBITDA2                                          $      54,636$      36,974$      46,870$      51,002 $      37,669
Depreciation and amortization                           14,530       14,945       15,416       13,962        11,560
Capital expenditures                                     8,644       16,811       17,129       15,779        28,359

                                                                               June 30,
                                                   ----------------------------------------------------------------
                                                      2002         2001         2000         1999          1998
                                                   -----------  -----------  -----------  -----------   -----------
                                                   (Restated)   (Restated)   (Restated)   (Restated)    (Restated)
                                                                            (in thousands)

Total assets                                           244,150      356,912      387,730      364,029       357,618
Long-term debt, less current portion                   213,452      222,386      235,708       22,000        30,000
Payable to parent - tax sharing agreement               81,374      109,067      109,067      113,294       122,994
Stockholder's equity (deficit)                         (98,812)     (14,550)      (7,857)     157,103       135,225


------------------------------------



Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

         The following discussion should be read in conjunction with the more detailed information in the historical
financial statements, including the related notes thereto, appearing elsewhere in this report.

Overview.

         We are a leading ready-to-assemble furniture manufacturer in North America with over 45 years of
experience.  We design, manufacture and distribute a broad range of RTA furniture products--computer
workcenters, desks, entertainment centers, audio stands, bookcases and cabinets--with retail prices ranging from
$20 to $999.  In recent years, we have committed substantial resources to the development and implementation of a







diversified sales, marketing and product strategy in order to capitalize on growth opportunities presented by growing
retail channels of distribution and changes in consumer demographics and preferences.  We have structured our
business to offer a wide variety of RTA furniture products through increasingly popular retail distribution channels,
including office superstores, discount mass merchants, electronic superstores, home improvement centers and home
furnishings retailers.  We continue to strive towards building long-term relationships with quality retailers in existing
and emerging high growth distribution channels to develop and sustain our future growth.

         The domestic ready-to-assemble furniture market grew at a compound annual growth rate of about 8.75%
from 1997 through 2000, according to Homeworld Business.  Sales for the RTA furniture market, however, declined
about 11% in calendar 2001.  Our net sales grew in excess of 10% in each of fiscal years 1999 and 2000 and
declined 11.5% in fiscal 2001 and 2.7% in fiscal 2002.  Our sales declined for several reasons:


           ->        the stalling of growth in sales of personal computers, which reduced the need for computer
                     desks and workcenters;
           ->        the slowdown of economic growth and consumer spending in the United States, particularly in
                     the office superstore channel;
           ->        store closings by a number of customers, including OfficeMax, Office Depot, Montgomery
                     Ward, Kmart and ShopKo;
           ->        the bankruptcy of Ames and Kmart;
           ->        the liquidation of Montgomery Ward and Service Merchandise;
           ->        inventory reductions by our customers, particularly in the office superstore channel;
           ->        the decline in price of the average unit sold, reflecting a trend toward more promotional
                     merchandise and increased competition; and
           ->        the retrenchment in business capital outlays, particularly relating to the purchase of office
                     furniture.

         These factors, along with the economic repercussions from the September 11, 2001 terrorist attacks, will
continue to affect our business into fiscal 2003.  Improvements in the economy, coupled with new product
introductions and inventory replenishments by our customers, helped our net sales increase by 8.0% in the quarter
ended March 31, 2002 over the same quarter of fiscal 2001; however, sales declined 8.4% in the fourth quarter of
fiscal 2002 from the prior year fourth quarter as the economic recovery slowed, inventory reductions resumed and
new product rollouts were delayed.

         Reacting to the lower sales levels, we closed our Cedar City, Utah manufacturing facility in January 2001.
We also reduced support staff at the Lamar, Missouri facility.  We recorded a $10.5 million pre-tax restructuring
charge to reflect the costs of these actions.  We are saving about $5.0 million annually from the closing of our Cedar
City, Utah facility.

         As a result of the lower sales levels, the restructuring charge in fiscal 2001, the outcome of the arbitration
proceedings with RadioShack in fiscal 2002 and the deferred tax valuation allowance recorded in March 2002, we
incurred a net loss of $84.3 million and $6.4 million for fiscal 2002 and fiscal 2001, respectively.  However, even
with the lower sales level, we were able to increase our earnings before interest, taxes, depreciation and amortization
to $54.6 million in fiscal 2002 from $37.0 million in fiscal 2001 due to lower raw material prices, increased
productivity, the closing of the less efficient Cedar City, Utah facility and the $10.5 million restructuring charge
taken in fiscal 2001.

          We purchase large quantities of raw materials, including particleboard and fiberboard.  We are dependent
on our outside suppliers for all of our raw materials.  Therefore, we are subject to changes in the prices charged by
our suppliers.  In fiscal 2000, our operating income was reduced by price increases of these commodities.  In fiscal







2001, particleboard and fiberboard prices declined, increasing our operating income in the latter portion of the year.
Industry pricing for particleboard was flat to slightly lower in fiscal 2002, and analysts anticipate pricing will remain
about the same through calendar 2002.  Prices for fiberboard, however, began to increase in the fourth quarter of
fiscal 2002, and we expect further fiberboard price increases in fiscal 2003.  We cannot assure you that raw material
prices will not increase in the future.  If the demand for particleboard increases, prices may rise in 2003 or even
earlier.

         Several manufacturers, including O'Sullivan, have excess manufacturing capacity due to the current decline
in sales in the RTA furniture segment.  This excess capacity is causing increased competition that is expected to
continue, and perhaps to intensify, in fiscal 2003.  This adversely affected our margins and results of operations in
fiscal 2002, and will continue to affect margins and results in fiscal 2003.

         While we have confidence in the long-term future of the RTA furniture industry, sales in the first quarter of
fiscal 2003 are anticipated to be down approximately 10% compared with sales in the first quarter of fiscal 2002.
We cannot yet predict when our sales will return to a pattern of sales growth.

RadioShack Arbitration and Revised Accounting for Tax Sharing Agreement with RadioShack

         In 1994, RadioShack, then Tandy Corporation, completed an initial public offering of O'Sullivan Holdings.
In connection with the offering, O'Sullivan Holdings entered into a tax sharing and tax benefit reimbursement
agreement with RadioShack.  RadioShack and O'Sullivan Holdings made elections under Sections 338(g) and
338(h)(10) of the Internal Revenue Code with the effect that the tax basis of our assets was increased to the deemed
purchase price of the assets, and an equal amount of such increase was included as taxable income in the
consolidated federal tax return of RadioShack.  The result was that the tax basis of our assets exceeded the historical
book basis we used for financial reporting purposes.

         The increased tax basis of our assets results in increased tax deductions and, accordingly, reduced our
taxable income or increased our net operating loss.  Under the tax sharing agreement, O'Sullivan Holdings is
contractually obligated to pay RadioShack nearly all of the federal tax benefit expected to be realized with respect to
such additional basis.  The payments under the agreement represent additional consideration for the stock of
O'Sullivan Industries, Inc. and further increase the tax basis of our assets from the 1994 initial public offering when
payments are made to RadioShack.

         To the extent the benefit of these basis step-up deductions caused us to have a federal taxable loss,
O'Sullivan Holdings was only obligated to pay RadioShack to the extent that the benefits were used to reduce
taxable income to zero.  Any additional tax deductions resulting from the step-up create a net operating loss
("NOL") carryforward on our federal income tax return.  Under the terms of the tax sharing agreement, if we utilized
this NOL carryforward to generate future tax savings, O'Sullivan Holdings was also obligated to remit that benefit
received to RadioShack.

         Since 1994, we have treated the amount due to RadioShack by O'Sullivan Holdings as income tax expense
when such amounts become payable and to the extent that O'Sullivan Holdings had sufficient consolidated taxable
income.  Thus, our tax expense approximated what it would have been in the absence of the Section 338(h)(10) step-
up in basis and the tax sharing agreement.

         Under this accounting method, the deferred tax asset from both the step-up in basis and the future liability
of O'Sullivan Holdings to RadioShack were not recorded on our consolidated balance sheets because we deemed the
benefits to be an asset of RadioShack.  When the tax benefits were received and paid by O'Sullivan Holdings to
RadioShack, we funded the payment and recorded it as tax expense since this amount would have been paid as
federal income taxes in the absence of the step-up in basis and the tax sharing agreement.

         In November 1999, O'Sullivan Holdings completed a leveraged recapitalization transaction which
significantly increased our debt.  As a result of the higher debt levels, we also experienced increased interest
expense, which reduced our taxable income and also reduced the tax benefits used from the deductions arising from
the step-up in basis.  O'Sullivan Holdings reduced its payments to RadioShack accordingly.  RadioShack claimed







that the deductions arising from the increased interest payments should not impact tax benefit payments due
RadioShack under the tax agreement.  RadioShack pursued this matter and prevailed in an arbitration ruling in
March 2002.  O'Sullivan Holdings reached a settlement agreement with RadioShack in May 2002.  Pursuant to the
settlement agreement, O'Sullivan Holdings paid RadioShack $24.6 million in May 2002 and an additional
$3.1 million in June 2002.  The sum of these two payments ($27.7 million) represented the amount due RadioShack
under the settlement agreement through June 30, 2002.  These amounts represent the calculation of what benefits we
would have realized had we not had the additional interest expense from the recapitalization and merger.  The
settlement agreement requires calculations into the future and quarterly payments to RadioShack if our taxable
income adjusted for the additional interest expense shows that we would have realized the benefits had we not
incurred the additional interest expense.  If on this basis, we could have used the deductions from the step-up in
basis, O'Sullivan Holdings is required to make a payment to RadioShack even though we may not be receiving any
current tax benefit from these deductions on our federal income tax return.

         Following the decision in the arbitration and the settlement agreement with RadioShack, we recorded the
$24.6 million paid by O'Sullivan Holdings to RadioShack as a deferred tax asset at March 31, 2002.  We believed
that this was appropriate as the payment by O'Sullivan Holdings represented the tax benefit we could realize from
future use of net operating losses on our federal income tax return if we had sufficient taxable income in the future.
After recording a tax provision of $3.4 million for the quarter ended March 31, 2002 and offsetting our deferred tax
liabilities of $10.2 million, we had a net deferred tax asset of $11.0 million.

         Under Statement of Financial Accounting Standards ("SFAS") 109, we must determine if it is more likely
than not that we will realize the net deferred tax asset as a reduction in our tax liabilities in the future.  SFAS 109
requires objective evidence to support the more likely than not conclusion.  The arbitration decision dramatically
affected our liquidity, which reduced the amounts we could invest in sales efforts or cost improvements, as most free
cash flow would now be used for O'Sullivan Holdings' payments to RadioShack or repay our indebtedness.  In
addition, it became evident to us by March 2002 that the prolonged economic slowdown that started prior to
September 11, 2001 was continuing.  This, coupled with the adverse effect on our liquidity of the settlement, caused
us to lower our projections of future taxable income.  Accordingly, we projected our expected future taxable income
utilizing operating performance we achieved in fiscal 2002 assuming our performance would be no better or worse
over an extended period of time.  Such projections indicate that we would not have taxable income until 2009 when
substantially all the tax benefit deductions had been taken.  At that point, the projections indicated that our net
operating losses existing at that time would be utilized before they expire.  However, we currently have and expect
to have taxable losses for a number of years in the future.  Projections over a long time are inherently uncertain, and
we cannot provide objective evidence that our operations in 2009 and beyond will produce sufficient taxable income.
As a result, we provided a valuation allowance in our March 2002 quarter of $11.0 million against all of our net
deferred tax assets with a corresponding charge to income tax expense.  Consistent with our prior accounting, both
before and after the recapitalization and merger, we did not record any deferred tax assets related to future
deductions from the step-up in basis or any future obligations to RadioShack as they were still contingent upon our
taxable income in the future.

         Similarly, in our June, September and December 2002 financial statements, we accounted for each of
O'Sullivan Holdings' payments to RadioShack in the same manner as the initial $24.6 million payment under the
settlement agreement by recording a deferred tax asset to the extent that we could not benefit currently from the
increased deductions.  We then provided a valuation allowance against the additional deferred tax asset with a
corresponding charge to income tax expense on a quarter by quarter basis.  We believed this method was in
conformity with accounting principles generally accepted in the United States and consistent with our accounting for
the tax sharing agreement since 1994.

         In the third quarter of fiscal 2003, O'Sullivan received a comment letter from the staff of the SEC on the
accounting for the tax sharing agreement.  In the course of preparing our response to the SEC staff's comment letter,
we, in consultation with our independent accountants, reassessed our accounting for the tax sharing agreement in
light of the arbitration settlement between O'Sullivan Holdings and RadioShack and concluded that our method of
accounting for the tax sharing agreement should be changed.  O'Sullivan determined that the deferred tax asset
created by the step-up in basis and the additional basis from the probable future payments should be recorded as of
February 1994.  At the same time, we recorded a payable to parent equal to O'Sullivan Holdings' obligation to
RadioShack.  The amounts of the deferred tax asset and obligation to O'Sullivan Holdings were each $147.9 million







at February 1994.  From 1994 through 2001, we reduced the amount of the deferred tax asset and our payable to
O'Sullivan Holdings as we realized the benefits of the deferred tax asset and O'Sullivan Holdings paid RadioShack
amounts due under the tax sharing agreement.

         At March 31, 2002, a full valuation allowance was provided against the $95.5 million net deferred tax asset,
which consists of the $11.0 million valuation allowance originally recorded in the March 2002 quarter plus an
additional $84.5 million representing the balance of the deferred tax asset at that time. The valuation allowance at
June 30, 2002 of $94.3 million together with the $4.4 million tax provision for the fiscal year represent the
$98.7 million recorded as tax expense for the year ended June 30, 2002.  We recorded the valuation allowance
because we were unable to determine, based on objective evidence, that it was more likely than not we would be
able to utilize our net operating losses prior to their expiration.   If at a future date we determine that some or all of
the deferred tax asset will more likely than not be realized, we will reverse the appropriate portion of the valuation
allowance and credit income tax expense.

         O'Sullivan Holdings' remaining maximum obligation to RadioShack was $81.4 million at June 30, 2002.
O'Sullivan Holdings currently believes that it is probable that future payments to RadioShack will be made.

         In summary, instead of accounting for our deferred tax asset resulting from the step-up in basis as tax
expense through a valuation allowance on a quarter by quarter basis as O'Sullivan Holdings makes payments to
RadioShack under the tax sharing agreement, we revised our accounting to record the aggregate deferred tax asset
and the obligation to O'Sullivan Holdings in February 1994.  Our deferred tax asset has been reduced as we realized
the benefits from 1994 to March 2002 and was fully offset by the March 2002 valuation allowance.  Therefore, this
revised method of accounting will increase our net income (or reduce our net loss) by the amount O'Sullivan
Holdings pays RadioShack for each quarterly period after March 31, 2002 through the quarter ending March 31,
2009 or until we can determine, based on objective evidence, that it is more likely than not that we will be able to
utilize our net operating losses prior to their expiration and reverse all or a portion of the valuation allowance on our
deferred tax assets.

         The expected timing or amounts of O'Sullivan Holdings' payments to RadioShack will not be affected by
the revised method of accounting, although the future payments to RadioShack are contingent upon O'Sullivan
Holdings achieving consolidated  taxable income calculated on the basis stipulated in the settlement agreement.

         We funded the back payment to O'Sullivan Holdings and subsequent payments from cash on hand.  We
expect to fund future payments from cash flows from operating activities, cash on hand or borrowings under our
senior credit facility.   Payments under the tax sharing agreement for fiscal 2003 are expected to be about $11.0
million.

         We have amended our senior credit facility as a result of the arbitration settlement.  The amendment
excludes from the definition of consolidated fixed charges $27.0 million of the total paid by us pursuant to the tax
sharing agreement through the period ended June 30, 2002.

         See "Cautionary Statement Regarding Forward Looking Statements and Risk Factors."

Results of Operations.

         The following table sets forth the approximate percentage of items included in the Consolidated Statement
of Operations relative to net sales for the three-year period ended June 30, 2002:








                                                                                  Year Ended June 30,
                                                                       -----------------------------------------
                                                                          2002           2001           2000
                                                                       -----------    -----------    -----------
                                                                       (Restated)
Net sales                                                                      100.0%         100.0%         100.0%
Cost of sales                                                                   72.9%          75.2%          73.6%
                                                                       -----------    -----------    -----------
Gross margin                                                                    27.1%          24.8%          26.4%
Selling, marketing and administrative                                           15.6%          15.7%          15.8%
Restructuring charge                                                        -                   2.9%      -
Compensation expense associated with stock options                          -              -                   2.6%
Loss on settlement of interest rate swap                                    -              -                   0.1%
                                                                       -----------    -----------    -----------
Operating income                                                                11.5%           6.2%           7.9%
Interest expense, net                                                            7.4%           8.9%           4.3%
                                                                       -----------    -----------    -----------
Income (loss) before taxes, extraordinary item and cumulative effect               1%             7)%            6%
     of accounting change                                                        4.            (2.             3.
Income tax provision (benefit)                                                  28.3%          (0.9)%          1.3%
                                                                       -----------    -----------    -----------
Income (loss) before extraordinary item and cumulative effect of                   2)%            8)%            3%
     accounting change                                                         (24.            (1.             2.
Extraordinary loss from early extinguishment of debt, net of income tax
     benefit                                                                -              -                  (0.1)%
Cumulative effect of accounting change, net of income tax benefit           -                   0.0%      -
                                                                       -----------    -----------    -----------
Net income (loss)                                                              (24.2)%         (1.8)%          2.2%
Depreciation and amortization                                                    4.2%           4.2%           3.8%

Results of Operations

Year Ended June 30, 2002 Compared to the Year Ended June 30, 2001.

         Net Sales.  Net sales for the fiscal year ended June 30, 2002 decreased by $9.7 million, or 2.7%, to
$349.1 million from $358.8 million for the fiscal year ended June 30, 2001.  Sales decreases in the office superstore,
consumer electronics and regional mass merchant channels were partially offset by increases in the mass merchant
and home center channels.

         On January 22, 2002, Kmart Corporation, which accounted for around 9% of our gross sales in fiscal 2002,
filed for Chapter 11 bankruptcy court protection.  As part of its reorganization, Kmart has closed 283 stores.  Kmart
said it has secured financing of $2 billion to help the company's cash flow while it restructures and hopes to emerge
from Chapter 11 in 2003.  We increased our allowance for doubtful accounts by $700,000 during the quarter ended
December 31, 2001 because of the Kmart bankruptcy.  We resumed shipments to the company on a post-petition
basis and anticipate significant sales to Kmart in the future.  However, there can be no assurance that we will ship as
much to Kmart as we did in prior periods or that Kmart will be successful in its restructuring efforts.

         In August 2002, Ames decided to close all of its stores and liquidate.  We had anticipated sales to Ames
would be less than 2% of our gross sales in fiscal 2003.

         Gross Profit.  Gross profit increased to $94.4 million, or 27.1% of sales, for fiscal 2002, from $89.1 million,
or 24.8% of sales, for fiscal 2001.  Fiscal 2002 gross profit dollars increased primarily because of lower material
costs, primarily for particleboard, and enhanced operating efficiency, particularly from the January 2001 closure of
our less efficient Cedar City, Utah manufacturing plant.

         Selling, Marketing and Administrative Expenses.  Selling, marketing and administrative expenses decreased
to $54.3 million, or 15.6% of sales, for fiscal 2002 from $56.5 million, or 15.7% of sales, for fiscal 2001.  In fiscal
2002, costs for incentive and profit sharing programs increased with our improved financial results, and legal fees
increased due to the RadioShack arbitration.  Offsetting these increases were lower freight costs due to decreased
sales to retailers with prepaid shipping programs, lower store display expenses, less commission expense and the
discontinuation of goodwill amortization on July 1, 2001.







         Restructuring Charge.  In November 2000, we announced a strategic restructuring plan.  The slowdown in
sales during the first half of fiscal 2001 caused us to reassess our business plan, specifically expenses and available
production capacity.  The sales downturn, combined with improvements in production efficiencies and expansions at
the Missouri and Virginia plants during the past few years, provided production capacity that exceeded our near term
sales requirements.  Based on forecasted sales, the Missouri and Virginia plants would provide sufficient production
for the next two and possibly three fiscal years with minimal capital expenditures for increased capacity after
ongoing projects were completed.  Accordingly, we closed the Utah facility on January 19, 2001.

         We are actively attempting to sell the Utah land, building and excess equipment as soon as practicable.  We
have relocated certain equipment to the Missouri and Virginia plants.  Fixed assets with a net book value of $20.3
million were written down to estimated fair value, less cost to sell, resulting in an impairment charge of
approximately $8.7 million.  The impairment charge is reflected in accumulated depreciation on the consolidated
balance sheet.  The fair value is an estimate, and the impairment may be adjusted in the future.  We also recognized a
$495,000 cash expense for the involuntary termination of 325 management and non-management employees at the
Utah facility as well as exit costs of approximately $527,000 for increased workers' compensation claims, real and
personal property taxes and security expenses applicable to the Utah facility closure.

         We reduced the administrative and support staff in the Lamar, Missouri headquarters through voluntary and
involuntary terminations.  About 40 employees received termination packages totaling approximately $807,000.  The
total restructuring charge of $10.5 million is included as a separate line item on the consolidated statement of
operations.

         The following summarizes the restructuring charge:


                                                        Charges         Balance        Charges
                                         Original       through       une 30,2001      through         Balance
        Restructuring Charges             Accrual     June 30,2001   J              June 30, 2002   June 30, 2002
-------------------------------------- ------------- --------------  ------------- --------------- ----------------
                                                                      (in thousands)
                                                     -----           ---           --              --

                                                     -----           ---           --              --
Employee termination benefits(1)        $      1,302   $        915   $        387 $           387 $              -
Other Utah facility exit costs(1)                527            282            245             245                -
                                          ----------      ---------     ----------   -------------   --------------
     Total                              $      1,829   $      1,197   $        632 $           632 $              -
                                          ==========      =========     ==========   =============   ==============

         (1)Included in accrued liabilities in the consolidated balance sheets.

         Depreciation and Amortization.  Depreciation and amortization expenses decreased to $14.5 million for
fiscal 2002 compared to $14.9 million for fiscal 2001.  The decline was due to the discontinuance of goodwill
amortization upon the adoption of Statement of Financial Accounting Standards (or "SFAS") 142, Goodwill and
Other Intangible Assets, partially offset by the impact of capital additions in recent years.  Cash capital additions in
fiscal 2002 and 2001 were $8.6 million and $16.8 million, respectively.  Fiscal 2002 capital expenditures were
primarily for normal replacement of equipment and efficiency improvements.

         Operating Income.  Operating income increased $18.0 million to $40.1 million for fiscal 2002 from $22.1
million in fiscal 2001.  The restructuring charge in fiscal 2001 reduced operating income by $10.5 million.  Lower
material prices, lower selling costs and increased operating efficiency contributed to the increase in fiscal 2002.

         Net Interest Expense.  Net interest expense decreased from $31.8 million in fiscal 2001 to $25.7 million in
fiscal 2002.  Interest expense decreased due to the change in fair value of our interest rate collar as well as our
repayment of debt and lower variable interest rates on a portion of our debt.  The following table describes the
components of net interest expense.


                                                              Year ended June 30,
                                                           --------------------------
                                                                 (in thousands)
                                                                2002          2001
                                                             ----------     ---------









                                                             ----------     ---------
Interest expense on senior credit facility,
    industrial revenue bonds and senior
    subordinated notes                                     $     23,942    $   27,860
Senior credit facility amendment fee                                204           574
Interest income                                                    (370)         (474)
           Non-cash items:
Interest rate collar                                                 (5)        1,948
Amortization of debt discount                                       343           300
Amortization of loan fees                                         1,572         1,572
                                                             ----------     ---------
Net interest expense                                       $     25,686   $    31,780
                                                             ==========     =========

         Income Tax Provision (Benefit).  As described above, we recorded tax expense of $98.7 million for fiscal
2002 compared to a tax benefit of $3.4 million in fiscal 2001.

         Cumulative Effect of Accounting Change.  Upon the adoption of SFAS 133, Accounting for Derivative
Instruments and Hedging Activities, in July 2000, we recognized a liability of $386,000 based upon the fair value of
a costless interest rate collar initiated on February 28, 2000.  That portion of the liability incurred prior to fiscal
2001, $148,000, is included, net of income tax benefit of $53,000, as cumulative effect of accounting change on the
consolidated statement of operations.

         Net Loss.  Net loss increased $77.9 million from a loss of $6.4 million in fiscal 2001 to a loss of
$84.3 million in fiscal 2002 primarily due to the increased tax expense in fiscal 2002.  This was partially offset by
the restructuring charge in fiscal 2001 and lower material costs, improved operating efficiency and lower interest
expense in fiscal 2002.

         EBITDA.  EBITDA, or earnings before interest, income taxes, depreciation and amortization, increased by
$17.6 million to $54.6 million for fiscal 2002 from $37.0 million for the prior year.  EBITDA for fiscal 2002
improved over the prior year period because of the $10.5 million restructuring charge in fiscal 2001.  Performance in
fiscal 2002 also improved because of lower material prices, improved operating efficiencies and cost savings
associated with the January 2001 closure of the Cedar City, Utah manufacturing facility.

         EBITDA is presented to provide additional information about our operations.  This item should be
considered in addition to, but not as a substitute for or superior to, operating income, net income, operating cash flow
and other measures of financial performance prepared in accordance with generally accepted accounting principles.
EBITDA may differ in the method of calculation from similarly titled measures used by other companies.  EBITDA
provides another measure of  the operations of our business prior to the impact of interest, taxes and depreciation and
of our liquidity.  Further, EBITDA is a common method of valuing companies such as O'Sullivan, and EBITDA,
with adjustments, is a component of each of the financial covenants in our senior credit facility.

The following table reconciles net loss to EBITDA for the years ended June 30, 2002 and June 30, 2001.


                                                 Year ended June 30,
                                             ---------------------------
                                                   (in thousands)
                                                  2002           2001
                                               -----------    ----------
Net loss                                     $     (84,293)  $    (6,371)
Income tax provision (benefit)                      98,713        (3,380)
Interest expense, net                               25,686        31,780
Depreciation and amortization                       14,530        14,945
                                               -----------    ----------
EBITDA                                        $     54,636   $    36,974
                                               ===========    ==========

Year Ended June 30, 2001 Compared to the Year Ended June 30, 2000

         Net Sales.  Net sales decreased by $46.4 million, or 11.5%, to $358.8 million in fiscal 2001, down from
$405.2 million in fiscal 2000.  The decrease in net sales was primarily driven by a 4.9% decrease in the number of







units sold and a 6.2% decrease in the average selling price.  The sales decline generally came from the office
superstore and department store/catalog showroom channels of distribution and to a lesser extent from the mass
merchant channel of distribution. These declines were partially offset by increases in the home improvement,
electronic superstore, regional mass merchant and other channels of distribution.  Retailers reacted to the economic
slowdown by increasing their assortment of lower-priced promotional units, which was the primary reason for the
decline in the average selling price.

         The sales decline in the department store/catalog showroom channel of distribution was primarily due to
customer bankruptcies.  In December 2000, Montgomery Ward, one of our largest customers, filed for bankruptcy
and was subsequently liquidated.  Gross sales to Montgomery Ward declined from approximately 2.5% of gross
sales in fiscal 2000 to approximately 1.4% of gross sales in fiscal 2001.

         On February 22, 2000, Service Merchandise announced that as part of its bankruptcy reorganization plan, it
would no longer sell a number of product lines, including home office and entertainment furniture.  Gross sales to
Service Merchandise declined from approximately 4% of gross sales in fiscal 2000 to approximately 0.4% of gross
sales in fiscal 2001.  Sales to Service Merchandise ceased with the liquidation of Service Merchandise in fiscal 2002.

         Sales declines in other distribution channels were generally related to the slowdown of the economy and
consumer spending in the United States, the resulting inventory reductions in some of our retail customers' supply
chains and a decline in the average unit selling price.

         Gross Profit.  Our gross profit for fiscal 2001 was $89.1 million, a decrease of $17.7 million, or 16.6%,
from $106.8 million in fiscal 2000.  Our gross profit margin for fiscal 2001 was 24.8%, a decrease from 26.4% in
fiscal 2000.  The decrease in gross profit dollars was primarily the result of lower sales volumes and declining
average unit prices.  This decrease was partially offset by lower material costs in the second half of fiscal 2001,
productivity gains in our Missouri and Virginia facilities and the closing of the less efficient Utah facility.  In the last
half of fiscal 2001 we experienced a reduction in the price of certain raw materials due to softening market demands.

         Selling, Marketing and Administrative.  Selling, marketing and administrative expenses decreased to $56.5
million, or 15.7% of net sales, from $64.1 million, or 15.8% of net sales, in fiscal 2000.  The majority of the dollar
decrease in selling, marketing and administrative expenses was due to lower freight and commission expenses
associated with decreased sales activity.  We expensed $11.6 million and $17.1 million for freight out in fiscal 2001
and 2000, respectively.  Employee benefit program expenses such as bonuses and profit sharing also decreased due
to lower operating income levels.  We did incur $946,000 and $498,000 of non-cash compensation expense
associated with employee stock options in fiscal 2001 and 2000, respectively.

         In August 2001, Ames Department Stores, Inc. filed for protection under Chapter 11 of the Bankruptcy
Code.  As a result, we increased our allowance for doubtful accounts by approximately $1.5 million in the fourth
quarter of fiscal 2001.  We shipped to Ames while it attempted to restructure its indebtedness under Chapter 11
before deciding to liquidate in August 2002.  Sales to Ames represented over 3% of our gross sales in fiscal 2001.

         Restructuring Charge.  On November 17, 2000, we announced a restructuring plan and recorded
$10.5 million of related expense in the second quarter of fiscal 2001.  The slowdown in sales during the first half of
fiscal year 2001 caused us to reassess our business plan, specifically expenses and available production capacity.  It
became evident that the sales downturn, combined with improvements in production efficiencies and expansions in
the Missouri and Virginia plants during the past few years, provided production capacity that exceeded near term
sales requirements.  Accordingly, we closed the Utah facility in January 2001.  See the discussion of the
restructuring charge in "Year Ended June 30, 2002 Compared to the Year Ended June 30, 2001" above for additional
information.

         Costs that benefitted continuing activities were excluded from the restructuring charge and were included in
cost of sales on the consolidated statement of operations.  The unusual and non-recurring portion of these costs
associated with the shutdown of the Utah facility was approximately $669,000 in fiscal 2001.








         Compensation Expense Associated with Stock Options.  We incurred compensation expense of
$10.6 million in connection with stock options related to the November 30, 1999 recapitalization and merger in
fiscal 2000.  The compensation expense relating to the options has been included as a separate line item in the
consolidated statement of operations.

         Loss on Settlement of Interest Rate Swap.  On November 30, 1999, we terminated an interest rate swap
agreement, as required by the counter-party due to the recapitalization and merger, incurring a charge of $408,000 in
fiscal 2000.  The loss on the settlement of the interest rate swap has been included as a separate line item in the
consolidated statement of operations.

         Depreciation and Amortization.  Our depreciation and amortization expense decreased $471,000 to
$14.9 million in fiscal 2001 from $15.4 million in fiscal 2000.  The decrease in depreciation and amortization was
due to the closing of the Utah facility.  Cash capital additions in fiscal 2001 and 2000 were $16.8 million and $17.1
million, respectively.  Fiscal 2001 capital expenditures were for a capacity and warehouse expansion program in our
Virginia facility and equipment upgrade and capacity expansion in our Missouri facility.

         Operating Income.  Operating income decreased $9.6 million to $22.1 million in fiscal 2001 from
$31.8 million in fiscal 2000.  Excluding restructuring and other special charges related to recapitalization, operating
income decreased $10.2 million, or 23.8%, to $32.6 million in fiscal 2001 from $42.8 million in fiscal 2000.  The
decrease in operating income was primarily the result of lower sales volumes and declining average unit prices.  This
decrease was partially offset by lower material costs in the second half of the year, productivity gains in our
Missouri and Virginia facilities, the closing of our less efficient Utah facility, lower freight and commission
expenses, and lower employee benefit program expenses such as bonuses and profit sharing.

         Net Interest Expense. Net interest expense increased to $31.8 million in fiscal 2001 from $17.4 million in
fiscal 2000.  Net interest expense increased principally due to the increased indebtedness incurred in the
recapitalization and merger, the senior credit amendment fee paid in January 2001 and non-cash charges for the
interest rate collar.  Another non-cash interest item affecting both fiscal years was amortization of loan discounts and
fees.  The merger closed on November 30, 1999, so only seven months of increased expense associated with the new
debt was reflected in the fiscal 2000 results.

         The following table describes the components of net interest expense for the periods indicated:


                                                          Year ended June 30,
                                                            (in thousands)
                                                           2001            2000
                                                        ----------      -----------

                                                        ----------      -----------
Interest expense on senior credit facility,
    industrial revenue bonds and senior
    subordinated notes                               $      27,860  $        17,146
Senior credit facility amendment fee                           574                -
Interest income                                               (474)            (781)
           Non-cash items:
Interest rate collar                                         1,948                -
Amortization of debt discount                                  300              161
Amortization of loan fees                                    1,572              919
                                                        ----------      -----------
    Net interest expense                             $      31,780  $        17,445
                                                        ==========      ===========

         Income Tax Provision (Benefit).  Income tax declined by $8.6 million to a benefit of $3.4 million in fiscal
2001 from a tax provision of $5.2 million in fiscal 2000.  The effective tax rate in fiscal 2001 was 35%.

         Extraordinary Item.  In fiscal 2000 we repaid private placement notes with a principal amount of $16.0
million for $16.5 million.  The $476,000 repayment fee has been recognized as an extraordinary loss of $305,000,
net of related tax benefit.








         Accounting Change.  O'Sullivan adopted SFAS 133 on July 1, 2000.  O'Sullivan recorded a net-of-tax
cumulative effect type adjustment of $148,000, less a tax benefit of $53,000.

         Net Income (Loss).  As a result of the preceding factors, the fiscal 2001 net income decreased by $15.3
million from net income of $8.9 million in fiscal 2000 to a net loss of $6.4 million in fiscal 2001.

         EBITDA.  EBITDA, or earnings before interest, income taxes, depreciation and amortization,  decreased
$9.9 million to $37.0 million in fiscal 2001 from $46.9 million in fiscal 2000.   The decline in sales in fiscal 2001
and the restructuring charge depressed EBITDA in fiscal 2001, partially offset by lower material costs in the second
half of the year, productivity gains in our Missouri and Virginia facilities and the closing of our less efficient Utah
facility.  Our EBITDA in fiscal 2000 was reduced by the compensation expense associated with stock options
described above and by increasing particleboard and fiberboard prices.

         EBITDA is presented to provide additional information about our operations.  This item should be
considered in addition to, but not as a substitute for or superior to, operating income, net income, operating cash flow
and other measures of financial performance prepared in accordance with generally accepted accounting principles.
EBITDA may differ in the method of calculation from similarly titled measures used by other companies.  EBITDA
provides another measure of  the operations of our business prior to the impact of interest, taxes and depreciation and
of our liquidity.  Further, EBITDA is a common method of valuing companies such as O'Sullivan, and EBITDA,
with adjustments, is a component of each of the financial covenants in our senior credit facility.

The following table reconciles net income (loss) to EBITDA for the years ended June 30, 2001 and June 30, 2000.


                                                      Fiscal year ended
                                                          June 30,
                                            -------------------------------------
                                                       (in thousands)
                                                     2001              2000
                                                ---------------   ---------------
Net income (loss)                              $         (6,371) $          8,856
Income tax provision (benefit)                           (3,380)            5,153
Interest expense, net                                    31,780            17,445
Depreciation and amortization                            14,945            15,416
                                                ---------------   ---------------
EBITDA                                         $         36,974  $         46,870
                                                ===============   ===============


Liquidity and Capital Resources.

         We are highly leveraged and have a stockholder's deficit of approximately $98.8 million at June 30, 2002.
Our liquidity requirements will be to pay our debt, including interest expense under the senior credit facility and
notes, to pay RadioShack amounts due under the tax sharing agreement and to provide for working capital and
capital expenditures.  Our primary sources of liquidity are cash flows from operations and borrowings under our
senior secured credit facility, which is discussed below.  Decreased demand for our products could decrease our cash
flows from operating activities and the availability of borrowings under our credit facility.

         Working Capital.  As of June 30, 2002, we had cash and cash equivalents of $15.8 million compared to
$7.1 million at June 30, 2001.  Net working capital was $51.6 million at June 30, 2002 compared to $80.3 million at
June 30, 2001.  The $28.7 million decrease in net working capital resulted primarily from the reduced investments in
trade receivables and prepaid and other current assets, plus increases in the current payable to RadioShack accounts
payable, accrued compensation and accrued advertising.  These were partly offset by an increased investment in
inventories and declines in other accrued liabilities and the restructuring accrual.  Inventory investment increased
because of an unanticipated sales decline in the fourth quarter of fiscal 2002.  The decline in trade receivables was
primarily due to lower sales in the fourth quarter and fewer days sales outstanding.

         Operating Activities.  Net cash provided by operating activities for the fiscal year ended June 30, 2002 was
$25.1 million compared to net cash provided of $25.0 million for the fiscal year ended June 30, 2001.  Cash flows
from operating activities increased year-over-year for the following reasons.








           ->        Net loss of $84.3 million for fiscal 2002 was substantially worse than the $6.4 million loss for
                     fiscal 2001.  Net loss for fiscal 2002 includes an income tax provision of $98.7 million
                     primarily due to the valuation allowance of $94.3 million for deferred income taxes.   The fiscal
                     2001 results included the December 2000 restructuring charge of $10.5 million of which $8.7
                     million was non-cash.
           ->        The change in value of our interest rate collar resulted in non-cash income of $5,000 in fiscal
                     2002, compared with $2.1 million of non-cash expense in the same period of fiscal 2001.
           ->        Accounts receivable decreased $14.1 million in fiscal 2002 and $4.7 million in fiscal 2001,
                     providing more cash in fiscal 2002 than in the same period of fiscal 2001.  The declines in both
                     years were due to changes in terms with customers and lower sales.
           ->        Inventories increased in fiscal 2002, using $3.9 million of cash, as opposed to a $16.7 million
                     decline that provided cash in fiscal 2001.  The fiscal 2002 inventory build-up was due to lower
                     than anticipated sales in the fourth quarter of fiscal 2002.
           ->        Cash was provided by increases in accounts payable, accrued advertising and accrued
                     compensation totaling $7.5 million in the fiscal year ended June 30, 2002.  In the prior year,
                     cash totaling $15.8 million was used to fund decreases in other accrued liabilities and the
                     restructuring charge.  The largest increases in fiscal 2002 were profit sharing and incentive
                     compensation accruals which were paid in the first quarter of fiscal 2003.  The use of cash in
                     the prior year was primarily from lower profit sharing and incentive compensation and reduced
                     accounts payable due to the shutdown of our manufacturing facilities in the last week of fiscal
                     2001.

         Investing Activities.  We invested $8.6 million for capital expenditures in fiscal 2002 compared to
$16.8 million during the previous fiscal year.  Our ability to make future capital expenditures is subject to certain
restrictions under our senior credit facility.  Our plans are to invest about $10.0 million for capital expenditures in
fiscal 2003, primarily for equipment replacements and upgrades.

         Financing Activities.  On November 30, 1999 we completed our merger and recapitalization.  Our
consolidated indebtedness at June 30, 2002 was $222.5 million, consisting of the following.

                  $100.0 million in 13-3/8% senior subordinated notes due 2009 issued with warrants to purchase
                  6.0% of our common and Series B junior preferred stock on a fully diluted basis.  These warrants
                  were assigned a value of $3.5 million.  These notes were issued at a price of 98.046% providing
                  $98.0 million in cash proceeds before expenses related to the issuance.

                  $112.5 million in a senior credit facility consisting of a sixty-three month $25.2 million term loan,
                  a seven and one-half year $87.3 million term loan and a $40.0 million revolving line of credit,
                  currently with no borrowings.  The revolving line of credit has a $15.0 million sub-limit for letters
                  of credit, of which we are currently utilizing approximately $14.0 million.

                  $10.0 million in variable rate industrial revenue bonds.

The reconciliation of consolidated indebtedness to recorded book value is as follows:


                                         onsolidated                  Original                       Recorded
                                         ndebtedness                   issue                       book value of
                                                                      discount       Warrants      ong-term debt
                                        C                 Current      net of         net of
                                        i                 portion    accretion      accretion     l
                                        -------------   ----------- ------------  --------------  ---------------
                                                                     (in thousands)
                                                        --          --            --              --

                                                        --          --            --              --
Term loan A                             $      25,247   $   (3,544) $          -  $            -  $        21,703









Term loan B                                    87,285         (886)            -               -           86,399
                                          -----------     ---------   ----------    ------------    -------------
Senior secured credit facility                112,532       (4,430)            -               -          108,102
Senior subordinated note                      100,000             -      (1,666)         (2,984)           95,350
Industrial revenue bonds                       10,000             -            -               -           10,000
                                          -----------     ---------   ----------    ------------    -------------
Total                                   $     222,532   $   (4,430) $    (1,666)  $      (2,984)  $       213,452
                                          ===========     =========   ==========    ============    =============

         During fiscal 2002, we repaid $8.6 million of our indebtedness, including $5.0 million of prepayments.
We expect to fund principal and interest payments on our debt from cash on hand or borrowings under our revolver.

         The senior credit facility and notes are subject to certain financial and operational covenants and other
restrictions, including among others, requirements to maintain certain financial ratios and restrictions on our ability
to incur additional indebtedness.  The financial covenants contained in the senior credit facility, as amended, are as
follows:


           ->        Our consolidated leverage ratio must be less than 4.35.  The ratio at June 30, 2002 was 3.99.
           ->        Our consolidated interest coverage ratio must be greater than 1.90.  The ratio at June 30, 2002
                     was 2.17.
           ->        Our consolidated fixed charge coverage ratio must be greater than 1.10.  The  ratio at June 30,
                     2002 was 1.57.
           ->        Our senior debt coverage ratio must be less than 2.50.  The ratio at June 30, 2002 was 2.20.
           ->        Our consolidated EBITDA must be at least $52 million for the fiscal year ended June 30, 2002.
                     Our consolidated EBITDA, as defined in the credit agreement, was $55.7 million.

Consolidated interest expense as defined in the senior credit facility for the twelve months ended June 30, 2002 was
$25.7 million.  O'Sullivan Industries is the borrower under the senior credit facility, so the covenants do not include
the $19.8 million senior note of O'Sullivan Holdings or interest on the note.  Pursuant to an amendment to our senior
credit facility as of May 15, 2002, $27.0 million of the payments to RadioShack under the tax sharing agreement
through the period ending June 30, 2002 were excluded from the definition of consolidated fixed charges and thus
from calculations of the consolidated fixed charge coverage ratio.

         In addition, the agreements effectively prohibit the payment of dividends on any class of our stock.  At
June 30, 2002, we were in compliance with all applicable debt covenants.

         As required under the senior credit facility, we hedged one-half of our term loans with an initial notional
amount of $67.5 million with a costless interest rate collar.  The collar is based on three-month LIBOR with a floor
of 6.43% and a ceiling of 8.75%.  To terminate this contract at June 30, 2002, we would have been required to pay
the counter-party approximately $2.1 million.  The counter-party to our interest rate collar provides us with the
payment amount that would be required to terminate the collar as of the end of each quarter.  We recorded the
change in fair value of the collar as increased or decreased interest expense in the consolidated statements of
operations and included the resulting liability in accrued liabilities on the consolidated balance sheets.

         The restriction on the incurrence of additional indebtedness in the senior credit facility limited our ability to
incur additional debt to approximately $16.8 million on June 30, 2002.

Market Risk and Inflation.

         Our market risk is affected by changes in interest rates, foreign currency exchange rates and certain
commodity prices.  Under our policies, we may use natural hedging techniques and derivative financial instruments
to reduce the impact of adverse changes in market prices.  We do not hold or issue derivative instruments for trading
purposes.  We believe that our foreign exchange risk is not material.








         We have market risk in interest rate exposure, primarily in the United States.  We manage interest rate
exposure through our mix of fixed and floating rate debt.  As required under our senior credit facility, we hedged
one-half of our term loans with a current notional amount of $65.5 million with a costless interest rate collar.  The
collar is based on three-month LIBOR with a floor of 6.43% and a ceiling of 8.75%.  To terminate this contract at
June 30, 2002, we would have been required to pay the counter-party approximately $2.1 million.  Interest rate
instruments may be used to adjust interest rate exposures when appropriate based on market conditions.

         Due to the nature of our product lines, we have material sensitivity to some commodities, including
particleboard, fiberboard, corrugated cardboard and hardware.  We manage commodity price exposures primarily
through the duration and terms of our vendor agreements.  A 1.0% change in these commodity prices would affect
our cost of sales by approximately $1.7 million annually.

         In fiscal 2000, certain particleboard and fiberboard suppliers imposed price increases, which increased our
cost of sales in fiscal 2000 and the first half of fiscal 2001.  We were able to reduce the effect of the increases
somewhat through our value analysis program and productivity gains in manufacturing.  In the fourth quarter of
fiscal 2000, certain suppliers of cartons increased their prices to us.  We were able to partially offset the effect of
these price increases through the programs mentioned above combined with increased operating leverage from
higher sales levels.

         In fiscal 2001 and continuing into fiscal 2002, prices for particleboard and fiberboard fell in response to
declining demand.  However, these prices or others may increase in fiscal 2003 or beyond.  We believe that we can
continue to partially offset the effect of such increases through the programs mentioned above and through the
eventual inclusion of the higher costs in the selling price of our products.  However, there can be no assurance that
we will be successful in offsetting these or future potential price increases.

New Accounting Standards.

         In April 2001, the Emerging Issues Task Force ("EITF") reached a consensus on EITF No. 00-25, Vendor
Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products.  This issue
addresses the income statement classification of slotting fees, cooperative advertising arrangements and buydowns.
The consensus requires that certain customer promotional payments that were classified as selling expenses be
classified as a reduction of revenue.  We adopted EITF 00-25 effective January 1, 2002 and reclassified certain
selling, marketing and administrative expenses as a reduction of net sales.  Our adoption of EITF 00-25 had no
impact on operating income or net income (loss).  As a result of the adoption of EITF 00-25, for the six months
ended December 31, 2001, $7.7 million was reclassified as a reduction in revenue rather than as selling, marketing
and administrative expense.  Reclassifications for fiscal years 2001 and 2000 were $16.9 million and $18.2 million,
respectively.

         The Financial Accounting Standards Board ("FASB") issued SFAS 142, Goodwill and Other Intangible
Assets, on June 30, 2001.  We adopted SFAS 142 on July 1, 2001, the beginning of our 2002 fiscal year.  With the
adoption of SFAS 142, goodwill of approximately $38.1 million is no longer subject to amortization over its
estimated useful life.  Rather, goodwill will be assessed regularly for impairment by applying a fair-value-based test.
We have completed the initial valuation of the reporting unit, using the enterprise as the reporting unit.  Because the
book value of the reporting unit is below the fair value of the reporting unit, there is no impairment loss.  We have
discontinued amortizing approximately $1.7 million of goodwill per year.  Adjusted net income (loss) for the two
previous fiscal years ending June 30, had such amortization not been recorded are shown in the following table.


                                   Fiscal year ended June 30,
                                        2001           2000
                                     -----------    -----------
                                         (in thousands)
                                     -----------    -----------

Adjusted net income (loss)          $     (4,976)  $     10,243

         In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement Obligations.  This
pronouncement, which is effective for fiscal years beginning after June 15, 2002, addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset







retirement costs.  We do not believe this pronouncement will have a material impact on our financial position or
results of operation.  We will adopt SFAS 143 effective July 1, 2002.

         In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or Disposal of Long-Lived
Assets.  This pronouncement, which is effective for fiscal years beginning after December 15, 2001, addresses
financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of.
Although the Utah long-lived assets to be disposed of by sale will be presented as long-lived assets to be disposed of
after the adoption of this pronouncement, we do not believe SFAS 144 will have an adverse material impact on our
financial position or results of operations.  We will adopt SFAS 144 effective July 1, 2002.

         In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of
FASB Statement No. 13 and Technical Corrections.  SFAS 145 addresses the accounting for gains and losses from
extinguishment of debt and for certain lease modifications.  We do not believe SFAS 145 will have a material impact
on our financial position or results of operations.  We will adopt SFAS 145 effective July 1, 2002.

         In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated with Exit or Disposal
Activities.  This pronouncement addresses financial accounting and reporting for costs associated with exit or
disposal activities and nullifies EITF 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 requires that a
liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred rather than
the date of an entity's commitment to an exit plan and establishes that fair value is the objective for initial
measurement of the liability.  The provisions of this pronouncement are effective for exit or disposal activities that
are initiated after December 31, 2002.

Contractual Obligations.

         The following table illustrates our contractual obligations due in the future:


                                                                           Payments Due by Period
                                                        -------------------------------------------------------------
                                                                               (in thousands)
                                                            Less                                             After
       Contractual Obligations             Total         than 1 year       2-3 years       4-5 years        5 years
--------------------------------------  -----------     ------------      -----------     -----------     -----------
Long-term debt                        $     222,532   $        4,430    $      39,426   $      68,676   $     110,000
Payable to parent-tax sharing
         agreement1                          81,374           11,020           20,467          23,599          26,288
Capital lease obligations                         -                -                -               -               -
Operating leases--unconditional                4,176            1,398            2,462             316               -
Other long-term obligations                     793              385              394              14               -
                                        -----------     ------------      -----------     -----------     -----------
Total contractual cash obligations    $     308,875   $       17,233    $      62,749   $      92,605   $     136,288
                                        ===========     ============      ===========     ===========     ===========

--------------------------------------

(1) Timing and amounts of payments by O'Sullivan Holdings to RadioShack are contingent on actual taxable
income adjusted to exclude the increased interest expense arising from the recapitalization and merger.  The
amounts in the table above represent the maximum amounts payable to RadioShack.

Seasonality.

         Historically, we have generally experienced a somewhat higher level of sales in the second and third
quarters of our fiscal year in anticipation of and following the holiday selling season.

Critical Accounting Policies and Estimates

         Our discussion and analysis of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements requires us to make estimates and







judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities.

         On an on-going basis, we evaluate our estimates, including those related to customer programs and
incentives, bad debts, inventories, intangible assets, income taxes, restructuring, contingencies and litigation.  We
base our estimates on historical experience and on various other assumptions that we believe are reasonable under
the circumstances.  The results of these estimates form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates
under different assumptions or conditions.

         We believe the following critical accounting policies affect our more significant judgments and estimates
used in the preparation of our consolidated financial statements.


           ->        We derive our revenue from product sales.  We recognize revenue from the sale of products
                     when persuasive evidence of an arrangement exists, the product has been delivered, the price is
                     fixed and determinable and collection of the resulting receivable is reasonably assured.  For all
                     sales, we use purchase orders from the customer, whether oral, written or electronically
                     transmitted, as evidence that a sales arrangement exists.  Generally, delivery occurs when
                     product is delivered to a common carrier or private carrier, with standard terms being FOB
                     shipping point.  We assess whether the price is fixed and determinable based upon the payment
                     terms associated with the transaction.  We assess collection based on a number of factors,
                     including past transaction history with the customer and the creditworthiness of the customer.
                     Collateral is not requested from the customers.
           ->        We record estimated reductions to revenue for customer programs and incentive offerings
                     including special pricing agreements, price protection, promotions and other volume-based
                     incentives.  Market conditions could require us to take actions to increase customer incentive
                     offerings.  These offerings could result in our estimates being too small and reduce our
                     revenues when the incentive is offered.
           ->        We maintain allowances for doubtful accounts for estimated losses resulting from the inability
                     of our customers to make required payments.  If the financial condition of our customers were
                     to deteriorate, resulting in an impairment of their ability to make payments, additional
                     allowances may be required.
           ->        We write down our inventory for estimated obsolescence or unmarketable inventory equal to
                     the difference between the cost of inventory and its estimated market value based upon
                     assumptions about future demand and market conditions.  If actual market conditions are less
                     favorable than those projected by us, additional inventory write-downs may be required.
                     Obsolete and slow-moving inventory reserves were approximately $4.9 million and $4.4
                     million at June 30, 2002 and 2001, respectively.
           ->        We record our deferred tax assets at the amount that the asset is more likely than not to be
                     realized.  As of June 30, 2002, we have provided a valuation allowance against our total net
                     deferred tax asset.  While we have considered future taxable income and ongoing prudent and
                     feasible tax planning strategies in assessing the need for a valuation allowance, our
                     determinations can change.  If we objectively determine it was more likely than not we would
                     be able to realize our deferred tax assets in the future in excess of our recorded amount, we
                     would reduce our valuation allowance, increasing income in the period such determination was
                     made.









           ->        We periodically review our long-lived assets, including property, equipment and goodwill, for
                     impairment and determine whether an event or change in facts and circumstances indicates their
                     carrying amount may not be recoverable.  We determine recoverability of the assets by
                     comparing the carrying amount of the assets to the net future undiscounted cash flows expected
                     to be generated by those assets.  If the sum of the undiscounted cash flows is less than the
                     carrying value of the assets, an impairment charge is recognized.  Adverse economic conditions
                     could cause us to record impairment charges in the future.
           ->        In the second quarter of fiscal 2001, we recorded asset impairment charges, employee
                     termination benefits and other exit costs totaling $10.5 million related to a business
                     restructuring plan to reduce production capacity and operating expenses.  The restructuring plan
                     included closing our Cedar City, Utah facility and a reduction in our staff at our Lamar,
                     Missouri facility.  The asset impairment charges related to land, building and equipment located
                     in Cedar City, Utah.  The land and building and a limited amount of equipment are still for sale.
                     If market conditions deteriorate further, additional write-downs on the land, building and
                     equipment may be necessary.

Cautionary Statement Regarding Forward Looking Information and Risk Factors.

         Certain portions of this report, and particularly the Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Notes to the Consolidated Financial Statements in Part II of this report,
the portions of Item 1 in Part I captioned "Business Overview," "Competitive Strengths," "Growth Strategy," "Raw
Materials," "Competition" and "Environmental and Safety Regulations" and Item 3 in Part I contain forward-looking
statements.  These include information relating to cost savings, benefits, revenues and estimated sales, and earnings
and expenses.  These statements can be identified by the use of future tense or dates or terms such as "believe,"
"would," "may," "expect," "anticipate" or "plan."

         These forward-looking statements involve risks and uncertainties.  Actual results may differ materially from
those predicted by the forward-looking statements.  Because these forward-looking statements involve risks and
uncertainties, actual results may differ significantly from those predicted in these forward-looking statements.  You
should not place a lot of weight on these statements.  These statements speak only as of the date of this document or,
in the case of any document incorporated by reference, the date of that document.
Factors and possible events which could cause results to differ include:

         ->   Our substantial leverage could make it more difficult to pay our debts, divert our cash on hand
for debt payments, limit our ability to borrow funds and increase our vulnerability to general adverse
economic and industry conditions.  Any of these consequences of our substantial indebtedness could prevent us
from fulfilling our obligations under our indebtedness because our ability to make required payments on our debt
depends on our ability to generate sufficient cash flow to make these payments.  We have a significant amount of
indebtedness as shown in the chart below:


                                                                               June 30, 2002
                                                                           (dollars in millions)
Total indebtedness.......................................................  $                 222.5
Indebtedness senior to O'Sullivan Industries senior subordinated notes     $                 122.5
Stockholder's deficit....................................................  $                 (98.8)

         Our substantial indebtedness could have important consequences to holders of our debt and equity. For
example, it could:


          o          make it more difficult for us to satisfy our obligations with respect to our debt, particularly our
                     subordinated debt;









          o          increase our vulnerability to general adverse economic and industry conditions;
          o          limit our ability to fund future working capital, capital expenditures and other general corporate
                     requirements;
          o          require a substantial portion of our cash on hand for debt payments;
          o          limit our flexibility to plan for, or react to, changes in our business and the industry in which we
                     operate;
          o          place us at a competitive disadvantage compared to our competitors that are less leveraged;
          o          limit our ability to borrow additional funds; and
          o          expose us to fluctuations in interest rates because some of our debt has a variable rate of
                     interest.

         ->       Failure to comply with any of the restrictions contained in the agreements governing our
indebtedness could result in acceleration of our debt.  Were this to occur, we would not have sufficient cash to
pay our accelerated indebtedness.  We must maintain minimum debt service and maximum leverage ratios under
our senior credit facility.  A failure to comply with the restrictions contained in our senior credit facility could lead to
an event of default, which could result in an acceleration of that indebtedness.  Were this to occur, we would not
have sufficient cash to pay our accelerated indebtedness or other debt.

         Due to our lower sales in fiscal 2001, we negotiated amendments to the financial covenants in our senior
credit facility.  Without the amendments, we may have been in default under the facility.  If our sales continue to
decline, we may face default under the amended senior credit facility.  There is no assurance that the creditors under
the facility would further amend the covenants or, if an amendment were agreed to, what35 the cost would be to us.

         Our senior credit facility and our senior subordinated notes restrict our ability, among others, to:


          o          incur additional indebtedness;
          o          pay dividends and make distributions;
          o          issue common and preferred stock of subsidiaries;
          o          make certain investments;
          o          repurchase stock;
          o          create liens;
          o          enter into transactions with affiliates;
          o          enter into sale and leaseback transactions;
          o          merge or consolidate; and
          o          transfer and sell assets other than in the ordinary course of business.

         An acceleration under our senior credit facility would also constitute an event of default under the
indenture relating to the O'Sullivan Industries subordinated notes and the securities purchase agreement relating to
the O'Sullivan Holdings note.

         ->       We may not have sufficient cash from cash flow, cash on hand and available borrowings
under our senior credit facility to service our indebtedness and to pay amounts due RadioShack by O'Sullivan
Holdings under the tax sharing agreement.  These obligations require a significant amount of cash.  Our
business may not generate sufficient cash flows from operating activities and we may not realize operating
improvements on schedule.  Our ability to make payments on and to refinance our indebtedness will depend on our
ability to generate cash in the future.  This, to some extent, is subject to general economic, financial, competitive,







legislative, regulatory and other factors that are beyond our control.  Lower sales will generally reduce our cash
flow.

         Future borrowings may not be available to us under our senior credit facility in an amount sufficient to
enable us to service our indebtedness or to fund our other liquidity needs.  We may need to refinance all or a portion
of our indebtedness, including our senior credit facility and our senior subordinated notes on or before maturity.  In
such an event, we probably would not be able to refinance any of our indebtedness on favorable terms if at all.

         ->       Continued reductions in retail sales could reduce our sales, especially if the reductions occur
in the industries that we believe contribute to the growth of the ready-to-assemble furniture industry and
could reduce our ability to pay our debts.  Most of our sales are to major retail chains.  If there is a reduction in
the overall level of retail sales, our sales could also decline and our ability to pay our debts could be reduced.  We
believe that sales of ready-to-assemble furniture increased from fiscal 1995 through fiscal 2000 in part because of an
increase in sales of personal computers and home entertainment electronic equipment.  The slowdown in growth of
sales of these products hurt our sales in fiscal 2001 and 2002 and could continue to lower sales in fiscal 2003.  As
the markets for personal computers and home entertainment electronic equipment, and the market for our products,
are now substantially larger, it is apparent that our business is being hurt by a recession more than in previous
recessions.

         ->       Our profits and cash would be reduced if the prices our suppliers charge us for raw
materials increase.  We are dependent on outside suppliers for all of our raw material needs and are subject to
changes in the prices charged by our suppliers.  If these prices were to increase significantly, this could lead to our
being unable to service our indebtedness.

         In the past, our profits have been reduced by increases in prices of particleboard and fiberboard.  Price
increases in fiscal 2000 increased our cost of sales in fiscal 2000 and continued to reduce earnings in the first half of
fiscal 2001.

         Prices for particleboard declined in fiscal 2001, reducing our cost of sales in the second half of fiscal 2001
and in fiscal 2002.  However, prices for particleboard or other raw materials may increase in the future.  Fiberboard
prices began to increase in the fourth quarter of fiscal 2002.  We will try to offset any price increases through cost
savings, production efficiencies and higher prices, but these efforts may not be successful or sufficient.

         ->       O'Sullivan Holdings payments to RadioShack under the tax sharing agreement will require
substantial amounts of cash.  Because of the arbitration panel's ruling and the subsequent settlement agreement in
the arbitration proceedings between RadioShack and O'Sullivan Holdings, payments by O'Sullivan Holdings to
RadioShack under the tax sharing agreement have increased substantially.  In fiscal 2002, O'Sullivan Holdings paid
RadioShack $27.7 million.  O'Sullivan Holdings expects to pay RadioShack $11.0 million, $9.9 million and $10.5
million under the tax sharing agreement in fiscal 2003, 2004 and 2005, respectively.  The funds for those payments
have come, and funds for future payments will continue to come, from us.

         We plan to fund these increased payment obligations from cash flows from operating activities, cash on
hand, borrowing under the senior credit facility or other sources of capital, if available.  Payment of this amount,
however, could cause us to be in violation of one or more of our covenants under our senior credit facility.  See
Item 3, "Legal Proceedings" in Part I of this report and Note 3 to the Consolidated Financial Statements in Item 8 of
this report.

         Payments by O'Sullivan Holdings to RadioShack under the tax sharing agreement are treated as taxes for
purposes of calculating our fixed charge coverage ratio under the senior credit facility.  Accordingly, the increased
payments make compliance with this covenant more difficult.  See "Failure to comply with any of the restrictions
contained in the agreements governing our indebtedness could result in acceleration of our debt.  Were this to
occur, we would not have sufficient cash to pay our accelerated indebtedness" above.

         ->       Because we sell products to a small number of customers, our sales would be reduced if one
of our major customers significantly reduced its purchases of our products or were unable to fulfill its
financial obligations to us.  If this were to happen, our ability to pay our debts may be significantly affected.







Our sales are concentrated among a relatively small number of customers.  Any of our major customers can stop
purchasing product from us or significantly reduce their purchases at any time.  Any loss or reduction may adversely
affect our cash flows and our ability to pay our debts.  During fiscal year 2002, our three largest customers,
OfficeMax, Office Depot and Wal-Mart accounted for approximately 45% of our gross sales.  Reduced orders from
some of our largest customers significantly reduced our sales in fiscal 2002.  Further, Montgomery Ward closed all
of its stores in fiscal 2001, and Kmart and Ames filed for reorganization under the United States Bankruptcy Code in
fiscal 2002.  In August 2002, Ames decided to close all its stores and liquidate.  We are continuing to ship to Kmart
while it endeavors to restructure under Chapter 11 of the Bankruptcy Code.

         We do not have long term contracts with any of our customers and our sales depend on our continuing
ability to deliver attractive products at reasonable prices.

         At June 30, 2002, our largest five customer accounts receivable balances comprised approximately 66% of
our net trade receivables balance.  The bankruptcy of Ames in August 2001 and Kmart in January 2002 caused us to
increase our reserves for doubtful accounts by $1.5 million in the fourth quarter of fiscal 2001 and $700,000 in the
second quarter of fiscal 2002, respectively.

         ->       We operate in a highly competitive market which may force us to reduce margins, reducing
our cash flows and our ability to pay our debts.  The industry in which we operate is highly competitive.  Some of
our competitors are significantly larger and have greater financial, marketing and other resources than we do.
Because of lower sales of RTA furniture generally, a number of manufacturers have excess capacity.  The
competitive nature of our industry could lead to smaller profit margins due to competitive pricing policies or excess
capacity.  If this were to occur, our cash flows and our ability to pay our debts may be reduced.  This competitive
pressure could be further exacerbated if additional excess manufacturing capacity develops in the RTA furniture
industry due to over-expansion by manufacturers, further reduction in demand or otherwise.  Foreign manufacturers
entering the United States market could also increase competition in our markets.

         ->       Because our senior subordinated notes, and the subsidiary guarantee thereof, rank behind
our senior debt, holders of these notes may receive proportionately less than holders of our senior debt in a
bankruptcy, liquidation, reorganization or similar proceeding.  In the event of a bankruptcy, liquidation,
reorganization or similar proceeding relating to us, holders of our senior subordinated notes will participate with all
other holders of our subordinated indebtedness in the assets remaining after we have paid all of the senior debt.
Because our senior debt must be paid first, holders of these notes may receive proportionately less than trade
creditors in any proceedings of this nature.  In any of these cases, we may not have sufficient funds to pay all of our
creditors.  Therefore, holders of our subordinated indebtedness may receive ratably less than trade creditors.

         In addition, all payments on the subordinated debt will be blocked in the event of a payment default on our
senior debt and may be prohibited for up to 179 days each year in the event of some non-payment defaults on senior
debt.

         ->       Despite our current levels of debt, we may still incur more debt and increase the risks
described above.  We may be able to incur significant additional indebtedness in the future.  If we or our
subsidiaries add new debt to our current debt levels, the related risks that we and they now face could intensify,
making it less likely that we will be able to fulfill our obligations to holders of our senior subordinated notes.  None
of the agreements governing our indebtedness completely prohibits us or our subsidiaries from doing so. The
revolving credit facility of the senior credit facility permits additional borrowings of up to $16.8 million at June 30,
2002, plus $1.0 million for letters of credit.  These additional borrowings would be senior to our senior subordinated
notes.

         ->       If we become bankrupt, the claims of holders of our senior subordinated notes against us
may be less than the face value of the notes due to original issue discount.  Our senior subordinated notes bear a
discount from their stated principal amount at maturity.  If a bankruptcy case is commenced by or against us under
the U.S. Bankruptcy Code, the claim of a holder of the notes with respect to the principal amount thereof would
likely be limited to an amount equal to the sum of (1) the initial offering price and (2) the portion of the original







issue discount, or OID, that is not deemed to constitute "unmatured interest" for purposes of the U.S. Bankruptcy
Code.  Any OID that was not accrued as of the bankruptcy filing would constitute "unmatured interest."

         ->       We are at risk that users of our products will sue us for product liability.  If we were unable
to defend ourselves against some product liability lawsuits, our success and our ability to pay our debts may
be reduced.  All of our products are designed for use by consumers.  Like other manufacturers of similar products,
we are subject to product liability claims and could be subject to class action litigation with respect to our products.
If we were unable to defend ourselves against certain product liability lawsuits, our success and ability to pay our
debts may be adversely affected.  We are party to various pending product liability claims and legal actions arising
in the ordinary operation of our business.  Our liability insurance may not be adequate for our needs, and we may not
be fully insured against any particular lawsuit which may adversely affect us.

         ->       We may be liable for penalties under environmental laws, rules and regulations.  This could
negatively affect our success and our ability to pay our debts.  Our operations are subject to many federal, state
and local environmental laws, regulations and ordinances.  Some of our operations require permits that are subject to
revocation, modification and renewal by governmental authorities.  Governmental authorities have the power to
enforce compliance with their regulations, and violators may be subject to fines, injunction or both.  Compliance
with them may require substantial capital expenditures or increase our operating expense.  These costs and expenses
may adversely affect our success and ability to pay our debts.

         ->       The interests of our controlling stockholders may be in conflict with interests of the holders
of our indebtedness.  This conflict could result in corporate decision making that involves disproportionate
risks to the holders of our indebtedness, including our ability to service our debts or pay the principal amount
of indebtedness when due.  Following the recapitalization and merger, BRS owns securities representing
approximately 72.7% of the voting power of the outstanding common stock of O'Sullivan Holdings.  By reason of
their ownership, they control our affairs and policies.  There may be circumstances where the interests of BRS and
its affiliates could be in conflict with the interests of the holders of our indebtedness.  For example, BRS and its
affiliates may have an interest in pursuing transactions that, in their judgment, could enhance their equity investment,
even though these transactions might involve risks to the holders of O'Sullivan's debt.  See Item 10, "Directors and
Executive Officers of the Registrant," and Item 12, "Security Ownership of Certain Beneficial Owners and
Management," in Part III of this report.

         ->       If our key personnel were to leave, our success could be negatively affected and our ability to
service our debts could be adversely affected.  Our continued success is dependent, to a certain extent, upon our
ability to attract and retain qualified personnel in all areas of our business, including management positions and key
sales positions, especially those positions servicing our major customers.  If any of our key personnel were to leave,
it might adversely affect our ability to service our debt.  Members of the O'Sullivan family in particular have been
instrumental in the development of our business and the implementation of our corporate strategy.  We do not have
employment agreements with any of our officers or key personnel located in the United States and we do not carry
key person life insurance on any of our employees.  We may not be able to keep existing personnel, including
O'Sullivan family members, or be able to attract qualified new personnel.  Our inability to do so could have a
negative effect on us as we may be unable to efficiently and effectively run our business without these key
personnel.

         ->       Federal and state statutes allow courts, under specific circumstances, to void guarantees,
subordinate claims in respect of our indebtedness and require holders of our debt to return payments
received from guarantors.  Under federal bankruptcy law and comparable provisions of state fraudulent transfer
laws, courts may void guarantees or claims related to our indebtedness, or subordinate any guarantees to all of our
other debts or all other debts of our guarantor if, among other things, at the time our guarantor incurred the
indebtedness connected with its guarantee, we or the guarantor:


          o          received less than reasonably equivalent value or fair consideration for the issuance of the
                     guarantee; and
          o          we were or the guarantor was insolvent or rendered insolvent by the incurrence; or









          o          we were or the guarantor was engaged in a business or transaction for which our or the
                     guarantor's remaining assets constituted unreasonably small capital; or
          o          we or the guarantor intended to incur or believed that we or it would incur debts beyond our or
                     its ability to pay these debts as they mature.

         In addition, a court could void any payment by us or the guarantor related to its guarantee and require that
payment to be returned to us or the guarantor, or to a fund for the benefit of our creditors or the creditors of the
guarantor.

         The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the
law applied.  Generally, a guarantor would be considered insolvent if:


          o          the sum of its debts, including contingent liabilities, were greater than the fair saleable value of
                     all of its assets; or
          o          the present fair saleable value of its assets were less than the amount that would be required to
                     pay its probable liability on its existing debts, including contingent liabilities, as they became
                     absolute and mature; or
          o          it could not pay its debts as they became due.

         If a court were to disagree with our conclusions as to the legality of any subsidiary guarantees it could
adversely affect the rights of holders of our indebtedness.

         ->       We may not have the ability to raise the funds necessary to finance a change of control offer
required by our debt agreements.  Upon certain change of control events, we will be required to offer to
repurchase all of our senior subordinated notes and the O'Sullivan Holdings note.  If we do not have sufficient funds
at the time of a change of control, we will not be able to make the required repurchase of these notes.  This could be
because of cash flow difficulties or because of restrictions in our senior credit facility and any future credit
agreements that will not allow these repurchases.

         In addition, some kinds of corporate events, such as a leveraged recapitalization, would increase the level of
our indebtedness but would not necessarily constitute a "Change of Control" and would therefore not require us to
repurchase the notes.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

         The information required by this item is incorporated herein by reference to the section entitled "Market
Risk and Inflation" in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations," in Part II of this report.

Item 8.  Financial Statements and Supplementary Data.

         Immediately following are the report of independent accountants, the consolidated balance sheets of
O'Sullivan Industries, Inc. and subsidiaries as of June 30, 2002 and 2001, and the related consolidated statements of
operations, cash flows and changes in stockholder's equity (deficit) for each of the three years in the period ended
June 30, 2002, and the notes thereto.







                                       Report  of  Independent  Accountants

To the Board of Directors and Stockholder of
O'Sullivan Industries, Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations,
of cash flows and of changes in stockholder's equity (deficit) present fairly, in all material respects, the financial
position of O'Sullivan Industries, Inc. and its subsidiaries at June 30, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended June 30, 2002, in conformity with
accounting principles generally accepted in the United States of America.  These financial statements are the
responsibility of the Company's management; our responsibility is to express an opinion on these financial
statements based on our audits.  We conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, the Company discontinued the amortization of
goodwill effective July 1, 2001 upon adoption of a new accounting standard for goodwill.

As discussed in Notes 3 and 11 to the consolidated financial statements, the Company restated its previously issued
consolidated financial statements to change the manner in which the Company accounts for a tax sharing agreement
with its former parent.

/s/ PricewaterhouseCoopers LLP

Kansas City, Missouri
August 20, 2002, except for Notes 3 and 11 which are as of August 4, 2003








                                  O'SULLIVAN INDUSTRIES, INC. AND SUBSIDIARIES
                       (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
                                           CONSOLIDATED BALANCE SHEETS

                                      (in thousands, except for share data)
                                                                                               June 30,
                                                                                      ---------------------------
                                       Assets                                             2002           2001
                                                                                      ------------   ------------
                                                                                        (Restated)     (Restated)
Current assets:
    Cash and cash equivalents                                                       $       15,777 $        7,060
    Trade receivables, net of allowance for doubtful accounts
        of $4,101 and $4,750, respectively                                                  37,035         52,570
    Inventories, net                                                                        52,397         48,538
   Prepaid expenses and other current assets                                                 2,765          8,820
                                                                                      ------------   ------------
           Total current assets                                                            107,974        116,988

Property, plant and equipment, net                                                          87,834         95,872
Other assets                                                                                10,254         11,912
Deferred income taxes                                                                            -         93,443
Goodwill, net of accumulated amortization                                                   38,088         38,088
Receivable from parent                                                                           -            609
                                                                                      ------------   ------------
               Total assets                                                         $      244,150 $      356,912
                                                                                      ============   ============
                       Liabilities and Stockholder's Deficit
Current liabilities:
    Accounts payable                                                                $       10,887 $        8,534
    Current portion of long-term debt                                                        4,430          3,696
    Accrued advertising                                                                     11,680         10,285
    Accrued liabilities                                                                     18,388         14,156
    Payable to parent - tax sharing agreement                                               11,020              -
                                                                                      ------------   ------------
           Total current liabilities                                                        56,405         36,671

Long-term debt, less current portion                                                       213,452        222,386
Other liabilities                                                                            2,570          3,338
Payable to parent - tax sharing agreement                                                   70,354        109,067
Other payable to parent                                                                        181              -
                                                                                      ------------   ------------
               Total liabilities                                                           342,962        371,462

Commitments and contingent liabilities (Notes 3, 11, 16 and 17)


Stockholder's deficit:
    Common stock, $1.00 par value; 100 shares authorized, issued and outstanding                 -              -
    Retained deficit                                                                       (98,507)       (14,214)
    Accumulated other comprehensive loss                                                      (305)          (336)
           Total stockholder's deficit                                                     (98,812)       (14,550)
                                                                                      ------------   ------------
               Total liabilities and stockholder's deficit                          $      244,150 $      356,912
                                                                                      ============   ============

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









                                 O'SULLIVAN INDUSTRIES, INC. AND SUBSIDIARIES
                     (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                (in thousands)
                                                                             For the year ended June 30,
                                                                        --------------------------------------
                                                                            2002         2001         2000
                                                                        ------------ ------------ ------------
                                                                         (Restated)
Net sales                                                             $      349,098$     358,811$     405,234
Cost of sales                                                                254,662      269,720      298,387
                                                                        ------------ ------------ ------------

Gross profit                                                                  94,436       89,091      106,847
                                                                        ------------ ------------ ------------

Operating expenses:
    Selling, marketing and administrative                                     54,330       56,461       64,053
    Restructuring charge                                                           -       10,506            -
    Compensation expense associated with stock options                             -            -       10,627
    Loss on settlement of interest rate swap                                       -            -          408
                                                                        ------------ ------------ ------------
Total operating expenses                                                      54,330       66,967       75,088
                                                                        ------------ ------------ ------------

Operating income                                                              40,106       22,124       31,759
Other income (expense):
    Interest expense                                                         (26,056)     (32,254)     (18,226)
    Interest income                                                              370          474          781
                                                                        ------------ ------------ ------------

Income (loss) before income tax provision, extraordinary item and
cumulative effect of accounting change                                        14,420       (9,656)      14,314
Income tax provision (benefit)                                                98,713       (3,380)       5,153
                                                                        ------------ ------------ ------------

Income (loss) before extraordinary item and cumulative effect of                           (6,276
accounting change                                                            (84,293)            )       9,161
Extraordinary loss from early extinguishment of debt, net of
    income tax benefit of $171                                                     -            -         (305)
Cumulative effect of accounting change, net of income tax benefit
of $53                                                                             -          (95)           -
                                                                        ------------ ------------ ------------

Net income (loss)                                                     $      (84,293$      (6,371$       8,856
                                                                        ============ ============ ============



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









                                   O'SULLIVAN INDUSTRIES, INC. AND SUBSIDIARIES
                       (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                          (in thousands)         For the year ended June 30,
                                                                           ---------------------------------------
                                                                               2002           2001        2000
                                                                           -------------  ------------ -----------
                                                                            (Restated)     (Restated)  (Restated)
Cash flows provided by operating activities:
    Net income (loss)                                                     $      (84,293$       (6,371$      8,856
    Adjustments to reconcile net loss to net cash provided by
        operating activities:
        Depreciation and amortization                                             14,530        14,945      15,416
        Amortization of debt issuance costs                                        1,572         1,572         919
        Amortization of debt discount                                                343           300         161
        Interest rate collar                                                          (5)        2,096           -
        Bad debt expense                                                           1,460         1,741       1,047
        Loss on disposal of assets                                                   991           230         117
        Impairment of long-lived assets to be sold                                     -         8,677           -
        Deferred income taxes                                                     99,211        (3,329)      3,710
        Accrual of special payment of options to purchase Series A junior
        preferred stock                                                            1,083           946         498
        Compensation expense associated with stock options                             -             -      10,627
    Changes in assets and liabilities:
        Trade receivables                                                         14,075         4,664       3,246
        Inventories                                                               (3,859)       16,718      (9,122)
        Other assets                                                                 465        (1,398)     (1,132)
        Payable to parent - tax sharing agreement                                (27,694)            -      (4,250)
        Accounts payable and accrued liabilities                                   7,236       (15,775)     10,638
                                                                           -------------  ------------ -----------
Net cash flows provided by operating activities                                   25,115        25,016      40,731
                                                                           -------------  ------------ -----------
Cash flows used for investing activities:
    Capital expenditures                                                          (8,644)      (16,811)    (17,129)
                                                                           -------------  ------------ -----------
Cash flows used by financing activities:
    Proceeds from borrowings, including issuance of warrants                           -             -     233,546
    Advances (repayments) on intercompany loans                                      790           (88)    (28,554)
    Repayment of borrowings                                                       (8,544)      (12,924)    (21,000)
    Dividend to parent                                                                 -             -    (186,827)
    Debt issuance costs                                                                -             -     (12,640)
                                                                           -------------  ------------ -----------
Net cash flows used for financing activities                                      (7,754)      (13,012)    (15,475)
                                                                           -------------  ------------ -----------
Net increase (decrease) in cash and cash equivalents                               8,717        (4,807)      8,127
Cash and cash equivalents, beginning of year                                       7,060        11,867       3,740
                                                                           -------------  ------------ -----------
Cash and cash equivalents, end of year                                    $       15,777$        7,060$     11,867
                                                                           =============  ============ ===========
Supplemental cash flow information:
    Interest paid                                                         $       24,915$       28,258$     13,571
    Income taxes paid (refunded)                                          $       27,771$          (17$      5,172
Non-cash investing activities:
    Capital expenditures included in accounts payable                     $          288$        1,821$        589
             The accompanying notes are an integral part of these consolidated financial statements.









                               O'SULLIVAN INDUSTRIES, INC. AND SUBSIDIARIES
                    (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
                                              (in thousands)
                                             dditional            Accumulated                  omprehensive
                                             paid-in                 other       Total stock   ncome (loss)
                                             capital   Retained      compre       holder's
                                                       earnings     hensive        equity     C
                                            A          (deficit)  income (loss)   (deficit) - i
                                            ---------  ---------  ------------   -----------  -------------

Balance, June 30, 1999                    $    66,944$    90,202$         (43) $     157,103
    Net income                                             8,856                       8,856$         8,856
    Other comprehensive income                                              29            29             29
    Compensation expense associated with
        stock options                          12,982                                 12,982
    Dividends to parent                      (79,926)  (106,901)                   (186,827)
                                            ---------  ---------  ------------   -----------  -------------
Balance, June 30, 2000                              -    (7,843)          (14)       (7,857)$         8,885
                                                                                              =============
    Net loss                                             (6,371)                     (6,371)$       (6,371)
    Other comprehensive loss                                             (322)         (322)          (322)
                                            ---------  ---------  ------------   -----------  -------------
Balance, June 30, 2001                              -   (14,214)         (336)      (14,550)$       (6,693)
                                                                                              =============
    Net income (Restated)                               (84,293)                    (84,293)$      (84,293)
    Other comprehensive loss                                                31            31             31
                                            ---------  ---------  ------------   -----------  -------------
Balance, June 30, 2002 (Restated)         $         -$  (98,507)$        (305) $    (98,812)$      (84,262)
                                            =========  =========  ============   ===========  =============
          The accompanying notes are an integral part of these consolidated financial statements.
                                            =========  =========  ============   ===========  =============








                                            O'SULLIVAN INDUSTRIES, INC.
                        (A wholly owned subsidiary of O'Sullivan Industries Holdings, Inc.)
                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - General Information.

         O'Sullivan Industries, Inc. ("O'Sullivan"), a wholly owned subsidiary of O'Sullivan Industries Holdings,
Inc. ("O'Sullivan Holdings") and a Delaware corporation, is a domestic producer of ready-to-assemble ("RTA")
furniture.  O'Sullivan's RTA furniture includes desks, computer workcenters, cabinets, home entertainment centers,
audio equipment racks, bookcases, microwave oven carts and a wide variety of other RTA furniture for use in the
home, office and home office.  The products are distributed primarily through office superstores, discount mass
merchants, mass merchants, home centers, electronics retailers, furniture stores and internationally.  O'Sullivan is
the sole owner of O'Sullivan Industries - Virginia, Inc. ("O'Sullivan Industries - Virginia") and O'Sullivan Furniture
Factory Outlet, Inc.

Note 2 - Summary of Significant Accounting Policies.

         Basis of Presentation:  The consolidated financial statements include the accounts of O'Sullivan and its
wholly owned subsidiaries.  They are presented as if O'Sullivan had existed as a corporation separate from
O'Sullivan Holdings during the periods presented and include the historical assets, liabilities and expenses that are
directly related to O'Sullivan's operations.  All material intercompany transactions with its consolidated subsidiaries
have been eliminated.  Expenses incurred by O'Sullivan Holdings for the benefit of O'Sullivan are paid by
O'Sullivan.  The financial information included in the financial statements may not necessarily reflect what the
financial position, results of operations or cash flows would have been if O'Sullivan had been a separate, stand-alone
company during the periods presented.

         Use of Estimates:  O'Sullivan's consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States.  The preparation of these financial statements requires
O'Sullivan to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and disclosure of contingent assets and liabilities at the date of the financial statements.  On an on-going
basis, O'Sullivan evaluates its estimates, including those related to customer programs and incentives, uncollectible
receivables, sales returns and warranty reserves, inventory valuation, restructuring costs, intangible assets, certain
accrued liabilities, deferred taxes, and contingencies and litigation, among others.  O'Sullivan bases its estimates on
historical experience and on various other assumptions that it believes are reasonable under the circumstances.  The
results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources.  Actual results could differ from the estimates made by O'Sullivan with
respect to these items and other items that require management's estimates.

         Cash and Cash Equivalents:  Cash and cash equivalents include cash on hand and all highly liquid
investments with original maturities of three months or less.

         Business and Credit Risk Concentrations:  The largest five customer accounts receivable balances
accounted for approximately 66% and 59% of the trade receivable balance at June 30, 2002 and 2001, respectively.
Credit is extended to customers based on evaluation of the customer's financial condition, generally without
requiring collateral.  Exposure to losses on receivables is dependent on each customer's financial condition.
Therefore, O'Sullivan would be exposed to a large loss if one of its major customers were not able to fulfill its
financial obligations.  From time to time, O'Sullivan maintains certain limited credit insurance which may help
reduce, but not eliminate, exposure to potential credit losses.  In addition, O'Sullivan monitors its exposure for credit
losses and maintains allowances for anticipated losses.

         Revenue Recognition:  O'Sullivan recognizes revenue from the sale of products when persuasive evidence
of an arrangement exists, the product has been delivered, the price is fixed and determinable and collection of the
resulting receivable is reasonably assured.  For all sales, O'Sullivan uses purchase orders from the customer, whether
oral, written or electronically transmitted, as evidence that a sales arrangement exists.








         Generally, delivery occurs when product is delivered to a common carrier or private carrier, with standard
terms being FOB shipping point.  O'Sullivan assesses whether the price is fixed and determinable based upon the
payment terms associated with the transaction.

         O'Sullivan assesses collection based on a number of factors, including past transaction history with the
customer and the creditworthiness of the customer.  Collateral is not requested from the customers.

         Shipping and Handling:  O'Sullivan reports amounts billed to customers as revenue, the cost of
warehousing operations in cost of sales and freight out costs as part of selling, marketing and administrative
expenses.  Freight out costs included in selling, marketing and administrative expenses in fiscal 2002, 2001 and 2000
were approximately $9.7 million, $11.6 million and $17.1 million, respectively.

         Inventories:  Inventories are stated at the lower of cost, determined on a first-in, first-out (FIFO) basis, or
market.  Provision for potentially obsolete or slow-moving inventory is made based on management's evaluation of
inventory levels and future sales forecasts.

         Property, Plant and Equipment:  Depreciation and amortization of property, plant and equipment is
calculated using the straight-line method, which amortizes the cost of the assets over their estimated useful lives.
The ranges of estimated useful lives are:  buildings--30 to 40 years; machinery and equipment--3 to 10 years;
leasehold improvements--the lesser of the life of the lease or asset.  Maintenance and repairs are charged to expense
as incurred.  Renewals and betterments which materially prolong the useful lives of the assets are capitalized.  The
cost and related accumulated depreciation of assets retired or sold are removed from the accounts, and gains or
losses on disposal are recognized in the statement of operations.

         Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset.  If
such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets.

         Intangible Assets:  As described further under "New Accounting Standards," the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and
Other Intangible Assets ("SFAS 142"), in June 2001.  Upon adoption of SFAS 142 on July 1, 2001, goodwill is no
longer subject to amortization over its estimated useful life.  O'Sullivan assesses goodwill regularly for impairment
by applying a fair-value-based test, using the enterprise as the reporting unit.  If the book value of the reporting unit
is below the fair value of the reporting unit, there is no impairment loss.  For fiscal years ended June 30, 2001 and
earlier, goodwill was amortized over a 40-year period using the straight-line method.  Accumulated amortization at
June 30, 2002 and 2001 approximated $29.8 million.

         Fair Value of Financial Instruments:  The fair value of financial instruments is determined by reference to
various market data and other valuation techniques, as appropriate.  Unless otherwise disclosed, the fair value of
financial instruments approximates their recorded values due primarily to the short-term nature of their maturities.

         Advertising Costs:  The Emerging Issues Task Force ("EITF") in April 2001 reached a consensus on
EITF 00-25, Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's
Products.  This issue requires that certain customer promotional payments that were classified as selling expenses be
classified as a reduction of revenue.  O'Sullivan adopted EITF 00-25 effective January 1, 2002.  As a result of the
adoption, $16.9 million and $18.2 million were reclassified as a reduction in revenue rather than as a selling expense
for fiscal years 2001 and 2000, respectively.

         Advertising costs are expensed as incurred.  Advertising expense is included in selling, marketing and
administrative expense and amounted to $7.0 million, $8.5 million and $6.8 million in fiscal 2002, 2001 and 2000,
respectively.








         Income Taxes:  Deferred taxes are provided on the liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities for
taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when it can not be
established that it is more likely than not that all of the deferred tax assets will be realized.  Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

         Environmental Remediation and Compliance:  Environmental remediation and compliance expenditures
that relate to current operations are expensed or capitalized, as appropriate.  Expenditures that relate to an existing
condition caused by past operations and that do not contribute to current or future revenue generation are expensed.
Liabilities are recognized when environmental assessments and/or remedial efforts are probable and the costs can be
reasonably estimated.  Generally, the timing of these accruals coincides with completion of a feasibility study or
O'Sullivan's commitment to a formal plan of action.  To date, environmental expenditures have not been material,
and management is not aware of any material environmental related contingencies.

         Significant Fourth Quarter Adjustments:  During the fourth quarter of fiscal 2001, O'Sullivan recorded bad
debt expense of $1.5 million associated with the August 20, 2001 bankruptcy filing of Ames Department Stores, Inc.

         Accounting for Stock-Based Compensation:  O'Sullivan accounts for stock based compensation pursuant to
the intrinsic value based method of accounting as prescribed by Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees.  O'Sullivan has made pro forma disclosures of net income as if the fair
value based method of accounting defined in SFAS 123, Accounting for Stock-Based Compensation, had been
applied.  See Note 12.

         Comprehensive Income:  Other comprehensive income consists of foreign currency translation adjustments.
The tax benefit (expense) related to other comprehensive income (loss) approximated $(10,000), $113,000 and
$(10,000) for the years ended June 30, 2002, 2001 and 2000, respectively.

         New Accounting Standards:  In April 2001, the EITF reached a consensus on EITF 00-25.  This issue
addresses the income statement classification of slotting fees, cooperative advertising arrangements and buydowns.
The consensus requires that certain customer promotional payments that were classified as selling expenses be
classified as a reduction of revenue.  O'Sullivan adopted EITF 00-25 effective January 1, 2002 and reclassified
certain selling, marketing and administrative expenses as a reduction of net sales.  Its adoption by O'Sullivan had no
impact on operating income or net income (loss).  As a result of the adoption of EITF 00-25, for the six months
ended December 31, 2001, $7.7 million was reclassified as a reduction in revenue rather than as selling, marketing
and administrative expense.  Reclassifications for fiscal years 2001 and 2000 were $16.9 million and $18.2 million,
respectively.

         O'Sullivan adopted SFAS 142 on July 1, 2001, the beginning of its 2002 fiscal year.  With the adoption of
SFAS 142, goodwill of approximately $38.1 million is no longer subject to amortization over its estimated useful
life.  Rather, goodwill will be assessed regularly for impairment by applying a fair-value-based test.  O'Sullivan has
completed the initial valuation of the reporting unit, using the enterprise as the reporting unit.  Because the book
value of the reporting unit is below the fair value of the reporting unit, there is no impairment loss.  O'Sullivan has
discontinued amortizing approximately $1.7 million of goodwill per year.  Adjusted net income (loss) for the two
previous fiscal years ending June 30, had such amortization not been recorded are shown in the following table.


                                                Fiscal year ended June 30,
                                                     2001            2000
                                                  -----------     -----------
                                                       (in thousands)
                                                  -----------     -----------

Adjusted net income (loss)                       $     (4,976)   $     10,243

         In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement Obligations.  This
pronouncement, which is effective for fiscal years beginning after June 15, 2002, addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset






retirement costs.  O'Sullivan does not believe that this pronouncement will have a material impact on its financial
position or results of operations.  O'Sullivan will adopt this pronouncement effective July 1, 2002.

         In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or Disposal of Long-Lived
Assets.  This pronouncement, which is effective for fiscal years beginning after December 15, 2001, addresses
financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of.
Although the Utah long-lived assets to be disposed of by sale will be presented as long-lived assets to be disposed of
after the adoption of this pronouncement, O'Sullivan does not believe this pronouncement will have an adverse
material impact on its financial position or results of operations.  O'Sullivan will adopt this pronouncement effective
July 1, 2002.

         In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of
FASB Statement No. 13 and Technical Corrections.  This pronouncement updates, clarifies and simplifies existing
accounting pronouncements.  The pronouncement, in part, addresses the accounting for gains and losses from the
extinguishment of debt.  O'Sullivan does not believe SFAS 145 will have a material impact on its financial position
or results of operations.  O'Sullivan will adopt SFAS 145 effective July 1, 2002.

         In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated with Exit or Disposal
Activities.  This pronouncement addresses financial accounting and reporting for costs associated with exit or
disposal activities and nullifies EITF 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 requires that a
liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred rather than
the date of an entity's commitment to an exit plan and establishes that fair value is the objective for initial
measurement of the liability.  The provisions of this pronouncement are effective for exit or disposal activities that
are initiated after December 31, 2002.

         Reclassifications:  Certain items in the prior years' financial statements have been reclassified to conform
with the current year's presentation.

Note 3--Revised Accounting for Tax Sharing Agreement with RadioShack.

         In 1994, RadioShack, then Tandy Corporation, completed an initial public offering of O'Sullivan Holdings.
In connection with the offering, O'Sullivan Holdings entered into a tax sharing and tax benefit reimbursement
agreement with RadioShack.  O'Sullivan Holdings and RadioShack made elections under Sections 338(g) and
338(h)(10) of the Internal Revenue Code with the effect that the tax basis of O'Sullivan's assets was increased to the
deemed purchase price of the assets, and an equal amount of such increase was included as taxable income in the
consolidated federal tax return of RadioShack.  The result was that the tax basis of O'Sullivan's assets exceeded the
historical book basis O'Sullivan used for financial reporting purposes.

         The increased tax basis of O'Sullivan's assets results in increased tax deductions and, accordingly, reduced
O'Sullivan's taxable income or increased its net operating loss.  Under the tax sharing agreement, O'Sullivan
Holdings is contractually obligated to pay RadioShack nearly all of the federal tax benefit expected to be realized
with respect to such additional basis.  The payments under the agreement represent additional consideration for the
stock of O'Sullivan Industries, Inc. and further increase the tax basis of O'Sullivan's assets from the 1994 initial
public offering when payments are made to RadioShack.

         To the extent the benefit of these basis step-up deductions caused O'Sullivan to have a federal taxable loss,
O'Sullivan Holdings was only obligated to pay RadioShack to the extent that the benefits were used to reduce
taxable income to zero.  Any additional tax deductions resulting from the step-up create a net operating loss
("NOL") carryforward on O'Sullivan's federal income tax return.  Under the terms of the tax sharing agreement, if
O'Sullivan utilized this NOL carryforward to generate future tax savings, O'Sullivan Holdings was also obligated to
remit that benefit received to RadioShack.

         Since 1994, O'Sullivan has treated the amount due to RadioShack by O'Sullivan Holdings as income tax
expense when such amounts become payable and to the extent that O'Sullivan Holdings had sufficient consolidated







taxable income.  Thus, O'Sullivan's tax expense approximated what it would have been in the absence of the
Section 338(h)(10) step-up in basis and the tax sharing agreement.

         Under this accounting method, the deferred tax asset from the step-up in basis, the obligation to
RadioShack and O'Sullivan Holdings' payments to RadioShack were not recorded on O'Sullivan's consolidated
balance sheets because O'Sullivan deemed the benefits to be an asset of RadioShack.  When the tax benefits were
received and paid to RadioShack, O'Sullivan recorded the payment as tax expense since this amount would have
been paid as federal income taxes in the absence of the step-up in basis and the tax sharing agreement.

         In November 1999, O'Sullivan Holdings completed a leveraged recapitalization transaction which
significantly increased the debt of O'Sullivan.  As a result of the higher debt levels, O'Sullivan also experienced
increased interest expense, which reduced the taxable income of O'Sullivan and also reduced the tax benefits used
from the deductions arising from the step-up in basis.  O'Sullivan Holdings reduced its payments to RadioShack
accordingly.  RadioShack claimed that the deductions arising from the increased interest payments should not impact
tax benefit payments due RadioShack under the tax agreement.  RadioShack pursued this matter and prevailed in an
arbitration ruling in March 2002.  O'Sullivan Holdings reached a settlement agreement with RadioShack in May
2002.  Pursuant to the settlement agreement, O'Sullivan Holdings paid RadioShack $24.6 million in May 2002 and
an additional $3.1 million in June 2002.  The sum of these two payments ($27.7 million) represented the amount due
RadioShack under the settlement agreement through June 30, 2002.  These amounts represent the calculation of what
benefits O'Sullivan would have realized had it not had the additional interest expense from the recapitalization and
merger.  The settlement agreement requires calculations into the future and quarterly payments to RadioShack if
O'Sullivan's taxable income adjusted for the additional interest expense shows that it would have realized the
benefits had it not incurred the additional interest expense.  If on this basis, O'Sullivan could have used the
deductions from the step-up in basis, O'Sullivan Holdings is required to make a payment to RadioShack even though
O'Sullivan may not be receiving any current tax benefit from these deductions on its federal income tax return.

         Following the decision in the arbitration and the settlement agreement with RadioShack, O'Sullivan
recorded the $24.6 million paid by O'Sullivan Holdings to RadioShack as a deferred tax asset at March 31, 2002.
O'Sullivan believed that this was appropriate as the payment represented the tax benefit O'Sullivan could realize
from future use of net operating losses on its consolidated federal income tax return if it had sufficient taxable
income in the future.  After recording a tax provision of $3.4 million for the quarter ended March 31, 2002 and
offsetting its deferred tax liabilities of $10.2 million, O'Sullivan had a net deferred tax asset of $11.0 million at
March 31, 2002.

         Under SFAS 109, Accounting for Income Taxes, O'Sullivan must determine if it is more likely than not that
its net deferred tax asset will be realized as a reduction in tax liabilities in the future.   SFAS 109 requires objective
evidence to support the more likely than not conclusion.  The arbitration decision dramatically affected O'Sullivan's
liquidity, which reduced the amounts it could invest in sales efforts or cost improvements, as most free cash flow
would now be used for O'Sullivan Holdings' payments to RadioShack or repay O'Sullivan's indebtedness.  In
addition, it became evident to O'Sullivan by March 2002 that the prolonged economic slowdown that started prior to
September 11, 2001 was continuing.  This, coupled with the adverse effect on O'Sullivan's liquidity of the
settlement, caused O'Sullivan to lower its projections of future taxable income.  Accordingly, management projected
O'Sullivan's expected future taxable income utilizing operating performance it achieved in fiscal 2002 assuming
O'Sullivan's performance would be no better or worse over an extended period of time.  Such projections indicate
that O'Sullivan would not have taxable income until 2009 when substantially all the tax benefit deductions had been
taken.  At that point, the projections indicated that the net operating losses existing at that time would be utilized
before they expire.  However, O'Sullivan currently has and is expected to have taxable losses for a number of years
in the future.  Projections over a long time are inherently uncertain, and O'Sullivan cannot provide objective
evidence that its operations in 2009 and beyond will produce sufficient taxable income.  As a result, O'Sullivan
provided a valuation allowance in its March 2002 quarter of $11.0 million against all of its net deferred tax assets
with a corresponding charge to income tax expense.  Consistent with O'Sullivan's prior accounting, both before and
after the recapitalization and merger, O'Sullivan did not record any deferred tax assets related to future deductions
from the step-up in basis or any future obligations to RadioShack as they were still contingent upon its taxable
income in the future.








         Similarly, in O'Sullivan's June, September and December 2002 financial statements, it accounted for each
of O'Sullivan Holdings' payments to RadioShack in the same manner as the initial $24.6 million payment under the
settlement agreement by recording a deferred tax asset to the extent that O'Sullivan could not benefit currently from
the increased deductions.  O'Sullivan then provided a valuation allowance against the additional deferred tax asset
with a corresponding charge to income tax expense on a quarter by quarter basis.  O'Sullivan believed this method
was in conformity with accounting principles generally accepted in the United States and consistent with its
accounting for the tax sharing agreement since 1994.

         In the third quarter of fiscal 2003, O'Sullivan received a comment letter from the staff of the Securities and
Exchange Commission ("SEC") on the accounting for the tax sharing agreement.  In the course of preparing the
response to the SEC staff's comment letter, O'Sullivan, in consultation with its independent accountants, reassessed
the accounting for the tax sharing agreement in light of the arbitration settlement between O'Sullivan Holdings and
RadioShack and concluded that the method of accounting for the tax sharing agreement should be changed.
O'Sullivan determined that the deferred tax asset created by the step-up in basis and the additional basis from the
probable future payments should be recorded as of February 1994.  At the same time, O'Sullivan recorded its
obligation to O'Sullivan Holdings under the tax sharing agreement.  The amounts of the deferred tax asset and the
obligation to O'Sullivan Holdings  were each $147.9 million at February 1994.  From 1994 through December 2001,
the amounts of the deferred tax asset and the obligation to O'Sullivan Holdings were reduced as O'Sullivan realized
the benefits of the deferred tax asset and O'Sullivan Holdings paid RadioShack amounts due under the tax sharing
agreement.

         At March 31, 2002, a full valuation allowance was provided against the $95.5 million net deferred tax asset,
which consists of the $11.0 million valuation allowance originally recorded in the March 2002 quarter plus an
additional $84.5 million representing the balance of the deferred tax asset at that time.  The valuation allowance at
June 30, 2002 of $94.3 million, together with the $4.4 million tax provision for the fiscal year, represent the $98.7
million recorded as tax expense for the year ended June 30, 2002.  O'Sullivan recorded the valuation allowance
because it was unable to determine, based on objective evidence, that it is more likely than not that O'Sullivan would
be able to utilize its net operating losses prior to their expiration.  If at a future date O'Sullivan Holdings determines
that some or all of the deferred tax asset will more likely than not be realized, O'Sullivan will reverse the appropriate
portion of the valuation allowance and credit income tax expense.

         O'Sullivan Holdings' remaining maximum obligation to RadioShack was $81.4 million at June 30, 2002.
O'Sullivan Holdings currently believes that it is probable that future payments to RadioShack will be made.

         In summary, instead of accounting for O'Sullivan's deferred tax assets resulting from the step-up in basis as
tax expense through a valuation allowance on a quarter by quarter basis as O'Sullivan Holdings makes payments to
RadioShack under the tax sharing agreement, O'Sullivan revised its accounting to record the aggregate deferred tax
asset and the obligation to O'Sullivan Holdings in February 1994.  The deferred tax asset has been reduced as
O'Sullivan realized the benefits from 1994 to March 2002 and was fully offset by the March 2002 valuation
allowance.  Therefore, this revised method of accounting will increase O'Sullivan's net income (or reduce
O'Sullivan's net loss) by the amount O'Sullivan Holdings pays RadioShack for each quarterly period after March
31, 2002 through the quarter ending March 31, 2009 or until O'Sullivan can determine, based on objective evidence,
that it is more likely than not that O'Sullivan will be able to utilize its net operating losses prior to their expiration
and reverses all or a portion of the valuation allowance on its deferred tax assets.

         The expected timing or amounts of O'Sullivan Holdings' payments to RadioShack are not affected by the
revised method of accounting, although the future payments to RadioShack are contingent upon O'Sullivan Holdings
achieving consolidated taxable income calculated on the basis stipulated in the settlement agreement.

         The impact of the restatement on the consolidated statements of operations and consolidated balance sheets
is presented below.  The amounts previously reported are derived from O'Sullivan's original annual report on
Form 10-K for the year ended June 30, 2002 filed September 27, 2002.








                                                 For the year ended June 30, 2002
                                                 ---------------------------------
                                                      Amounts
                                                    previously
                                                     reported         As restated
                                                   -------------     -------------
                                                          (in thousands)
                                                   -------------     -------------
Consolidated statement of operations:

     Income before income tax provision,
         extraordinary item and cumulative
         effect of accounting change             $        14,420    $       14,420
     Income tax provision                                 17,339            98,713
     Net loss                                              2,919            84,293


                                              June 30, 2002                       June 30, 2001
                                      -----------------------------      -------------------------------
                                         Amounts                            Amounts
                                       previously                          previously
                                        reported      As restated           reported       As restated
                                      -------------  --------------      --------------  ---------------
                                             (in thousands)                      (in thousands)
                                                     --                                  ---
Consolidated balance sheets:

     Net deferred tax asset (liability$           -  $            -      $      (10,288)  $       98,779
     Total assets                           244,150         244,150             263,469          356,912
     Payable to parent-tax sharing
         agreement                                -          81,374                   -          109,067
     Total liabilities                      261,588         342,962             278,019          371,462
     Retained deficit                        17,133          98,507              14,214           14,214
     Total stockholder's deficit             17,438          98,812              14,550           14,550

Note 4 - Restructuring Charge.

         In November 2000, O'Sullivan announced a business restructuring plan to reduce production capacity and
operating expenses.  The plan included the January 2001 shutdown of the Cedar City, Utah production facility and
reduction of the administrative and support staff in the Lamar, Missouri headquarters.  In connection with the plan,
O'Sullivan recorded a pre-tax charge of $10.5 million in the second quarter of fiscal 2001.

         O'Sullivan is actively attempting to sell the Utah land, building and excess equipment as soon as
practicable.  Certain equipment has been relocated to the Missouri and Virginia plants.  Fixed assets with a net book
value of $20.3 million were written down to estimated fair value, resulting in an impairment charge of approximately
$8.7 million.  The impairment charge is reflected in accumulated depreciation on the consolidated balance sheets.
The fair value is an estimate, and the impairment may be adjusted in the future.








         The components of the restructuring charge and an analysis of the amounts charged against the accrual are
outlined below:


                                                       Charges                     Charges
                                                       through       Balance       through       Balance
                                         Original     June 30,      June 30,      June 30,      June 30,
        Restructuring Charges             Accrual       2001          2001          2002          2002
                                        -----------  -----------   -----------   -----------   -----------
                                                                 (in thousands)
                                        -----------  -----------   -----------   -----------   -----------
Employee termination benefits (1)     $       1,302$         915$          387$          387$            -
Other Utah facility exit costs (1)              527          282           245           245             -
                                        -----------  -----------   -----------   -----------   -----------
Total                                 $       1,829$       1,197$          632$          632$            -
                                        ===========  ===========   ===========   ===========   ===========

                  (1) Included in accrued liabilities in the consolidated balance sheet.

         Accumulated depreciation was increased $8.7 million to record asset impairments.

Note 5 - Leveraged Recapitalization.

         On November 30, 1999, O'Sullivan Holdings completed a recapitalization and merger through which the
outstanding stock of O'Sullivan Holdings was purchased by an investment firm, Bruckmann, Rosser, Sherrill & Co.
II, LP ("BRS"), certain directors and members of O'Sullivan's senior management.  The leveraged recapitalization
required approximately $357 million to complete the merger and pay related fees and expenses.  Approximately
$264 million was funded with debt proceeds.

         O'Sullivan incurred approximately $10.6 million in compensation expense associated with stock options as
part of the merger.  Of this amount, $6.0 million was exchanged for options to purchase shares of Series A junior
preferred stock, $5.9 million in cash was paid and $1.1 million in liquidation value of O'Sullivan Holdings senior
preferred stock was distributed to the option holders.  O'Sullivan had previously incurred approximately $2.3 million
in compensation expense for the options prior to the merger.  The compensation expense relating to the options has
been included as a separate line item in the consolidated statement of operations.

         At the time of the merger, O'Sullivan repaid private placement notes held with a principal amount of $16.0
million for $16.5 million.  The $476,000 prepayment fee has been recognized as a $305,000 extraordinary loss, net
of related tax benefit.

Note 6 - Derivative Financial Instruments.

         O'Sullivan adopted SFAS 133 on July 1, 2000.  As required by the transition provisions of SFAS 133,
O'Sullivan recorded a net-of-tax cumulative-effect type loss of $95,000 in fiscal 2001 to recognize the fair value of
its derivatives designated as cash-flow hedging instruments.

         As required under its senior credit facility, O'Sullivan hedged one-half of its term loans with an initial
notional amount of $67.5 million with a three-year, costless interest rate collar.  The collar, which expires in March
2003, is based on three-month LIBOR and has a floor of 6.43% and a ceiling of 8.75%.  O'Sullivan recorded
additional (reduced) interest expense of $(5,000) and $2.1 million for fiscal 2002 and 2001, respectively.  These
amounts represent the changes in fair value of the interest rate collar.  To terminate this contract at June 30, 2002,
O'Sullivan would have been required to pay the counter-party approximately $2.1 million.  At June 30, 2001, this
amount was recorded in other liabilities in the consolidated balance sheets.  Since the interest rate collar expires in
March 2003, the fair value of the interest rate collar on June 30, 2002 has been reclassified to accrued liabilities in
the consolidated balance sheets.









Note 7 - Inventory.

Inventory consists of the following:

                                              June 30,
                                      ------------------------
                                         2002         2001
                                      -----------  -----------
                                           (in thousands)
                                                   -----------
Finished goods                      $      39,199$      35,798
Work in process                             5,158        4,256
Raw materials                               8,040        8,484
                                      -----------  -----------
                                    $      52,397$      48,538
                                      ===========  ===========

Note 8 - Property, Plant and Equipment.

Property, plant and equipment consists of the following:

                                              June 30,
                                      ------------------------
                                         2002         2001
                                      -----------  -----------
                                           (in thousands)
                                                   -----------
Land                                $       1,034$       1,034
Buildings and improvements                 49,813       49,557
Machinery and equipment                   135,449      129,125
Construction in progress                      667        5,596
                                      -----------  -----------
                                          186,963      185,312
Less: accumulated depreciation            (99,129)     (89,440)
                                      -----------  -----------
                                     $     87,834$      95,872
                                      ===========  ===========

         Depreciation expense was $14,158,000, $12,814,000 and $13,578,000 for fiscal 2002, 2001 and 2000,
respectively, of which $12,147,000, $10,563,000 and $11,098,000, respectively, was included in cost of sales.

Note 9 - Accrued Liabilities.

Accrued liabilities consists of the following:


                                              June 30,
                                      ------------------------
                                         2002         2001
                                      -----------  -----------
                                           (in thousands)
                                                   -----------
Accrued employee compensation       $      10,953$       6,871
Accrued interest                            2,839        3,677
Other current liabilities                   4,596        3,608
                                      -----------  -----------
                                    $      18,388$      14,156
                                      ===========  ===========









Note 10 - Long-Term Debt and Other Borrowing Arrangements.

Long-term debt consists of the following:


                                                       June 30,
                                                      2002     2001
                                                ----------  -----------
                                                    (in thousands)
                                                            -----------
Senior term loan, tranche A                   $     25,247$      29,107
Senior term loan, tranche B                         87,285       91,968
Industrial revenue bonds                            10,000       10,000
Senior subordinated notes                           95,350       95,007
                                                ----------  -----------
Total debt                                         217,882      226,082
Less current portion                                (4,430)      (3,696)
                                                ----------  -----------
Total long-term debt                          $    213,452$     222,386
                                                ==========  ===========

         Total debt, including the discount of $4.6 million on the senior subordinated notes matures as follows (in
thousands):


2003           $      4,430
2004                  7,530
2005                 12,402
2006                 19,494
2007                 68,676
Thereafter          110,000
                 ----------
               $    222,532
                 ==========

         Senior Credit Facility.  O'Sullivan is the obligor under a senior credit facility totaling $175.0 million.
O'Sullivan entered into an agreement for the senior credit facility on November 30, 1999.  The senior credit facility
consisted of the following:


->         Senior term loan, tranche A - $35.0 million term loan facility payable in 23 quarterly installments
           beginning March 31, 2000.  The outstanding balance has been reduced to $25.2 million.
->         Senior term loan, tranche B - $100.0 million term loan facility payable in 26 quarterly installments
           beginning March 31, 2001.  The balance of these loans has been reduced to $87.3 million.
->         Revolving credit facility - $40.0 million revolving credit facility due November 30, 2005, which includes
           a $15.0 million letter of credit subfacility and a $5.0 million swing line subfacility.  At June 30, 2002,
           O'Sullivan had no borrowings outstanding on the senior credit facility and approximately $14.0 million
           of letters of credit outstanding.

         O'Sullivan's obligations under the senior credit facility are secured by first priority liens and security
interests in the stock of O'Sullivan, O'Sullivan Industries - Virginia and O'Sullivan Furniture Factory Outlet, Inc. and
substantially all of the assets of O'Sullivan, O'Sullivan Industries - Virginia and O'Sullivan Furniture Factory Outlet,
Inc.

         At O'Sullivan's option, borrowings under the senior secured credit facility accrue interest at the varying
rates based on (a) a Eurodollar rate plus an applicable margin or (b) an applicable margin plus the highest of a bank's
prime rate, the federal funds effective rate plus 0.5% or three-month certificates of deposit secondary market rates as
adjusted for statutory reserves plus 1.0%.  The applicable margins for the $35.0 million term loan are 3.25% for
Eurodollar loans and 2.25% for base rate loans, which may be reduced by 25 basis points if O'Sullivan reduces its
consolidated leverage ratio to 4.0:1 or below.  The applicable margins for the $100.0 million term loan are 3.75% for
Eurodollar loans and 2.75% for base rate loans.  O'Sullivan also pays a quarterly fee equal to 0.5% per annum of the







unused commitment under the senior secured credit facility.  On June 30, 2002, the interest rate for Tranche A notes
was 5.1%.  The interest rate for Tranche B notes was 5.6%.  See also Note 6.

         The senior credit facility and notes are subject to certain financial and operational covenants and other
restrictions, including among others, a requirement to maintain certain financial ratios and restrictions on
O'Sullivan's ability to make capital expenditures, sell assets, sell securities, engage in acquisitions and incur
additional indebtedness.  In addition, the agreements effectively prohibit the payment of dividends on O'Sullivan
stock.

         The senior credit facility was amended as of January 30, 2001.  The primary changes to the senior credit
facility were to the covenants for minimum consolidated EBITDA, consolidated leverage ratios, consolidated
interest coverage ratio and the consolidated fixed charge coverage ratio.  The amended covenants are less restrictive
than those in the original senior credit facility.  The amendment also required a $10.0 million prepayment of the term
loans on or before June 30, 2001.  The prepayment was completed on May 1, 2001.

         The senior credit facility was further amended in May 2002.  The amendment excludes from the definition
of consolidated fixed charges $27.0 million paid by O'Sullivan to RadioShack Corporation pursuant to the tax
sharing agreement in the quarter ended June 30, 2002.

         The restriction on the incurrence of additional indebtedness in the senior credit facility limited O'Sullivan's
ability to incur additional debt to approximately $16.8 million on June 30, 2002.  In addition, about $1.0 million of
the line of credit can be used for letters of credit.

         At June 30, 2002, O'Sullivan was in compliance with all debt covenants.

         Industrial Revenue Bonds.  O'Sullivan Industries - Virginia is obligor on $10.0 million of variable rate
industrial revenue bonds ("IRB's") that mature on October 1, 2008.  Interest on the IRB's is paid monthly.  The loan
is secured by a $10.2 million standby letter of credit under the senior credit facility.  At June 30, 2002 the interest
rate on these bonds was about 1.45%.  A letter of credit provides liquidity and credit support for the IRB's; the cost
of the letter of credit was an additional 3.25% in fiscal 2002.

         Effective October 1, 1998, O'Sullivan entered into a forward starting interest rate swap agreement with a
notional principal amount of $10.0 million that was to terminate October 1, 2008.  O'Sullivan contracted to pay a
fixed rate of 7.13% and receive a floating interest rate during the duration of the swap agreement.  On November 30,
1999, as part of the merger and recapitalization, O'Sullivan terminated this swap incurring a loss of $408,000.  The
loss has been included as a separate line item in the consolidated statement of operations.

         Senior Subordinated Notes.  The senior subordinated notes issued by O'Sullivan totaling $100.0 million
bear interest at the rate of 13.375% per annum and are due in 2009.  The notes were sold at 98.046% of their face
value.  Interest is payable semiannually on April 15 and October 15.  The senior subordinated notes contain various
covenants including restrictions on additional indebtedness based on EBITDA coverage.  In connection with these
notes, O'Sullivan Holdings issued warrants to purchase 93,273 shares of O'Sullivan Holdings common stock at an
exercise price of $0.01 per share and 39,273 shares of O'Sullivan Holdings Series B junior preferred stock at an
exercise price of $0.01 per share.  The warrants were immediately exercisable and were recorded at their fair value
of $3.5 million.  The notes were recorded net of discount, which consists of $2.0 million of original issue discount
and $3.5 million of the original proceeds allocated to the estimated fair value of the warrants and which has been
classified as paid-in capital in the consolidated balance sheets.

         Repayment of Private Placement Notes.  O'Sullivan repaid private placement notes held with a principal
amount of $16.0 million for $16.5 million on November 30, 1999.  The $476,000 prepayment fee has been
recognized as a $305,000 extraordinary loss, net of the related tax benefit.








Note 11 - Income Taxes.

         As discussed in Note 3, O'Sullivan has revised its accounting for its deferred tax asset and its payable to
O'Sullivan Holdings related to O'Sullivan Holdings' tax sharing agreement with RadioShack.  In addition to
restating for the additional deferred tax asset and valuation allowance as described in Note 3, O'Sullivan restated its
current provision below to remove the payments to O'Sullivan Holdings which are now recorded as reductions in the
payable to parent-tax sharing agreement.

The income tax provision consists of the following:


                                                                        For the year ended June 30,
                                                               ----------------------------------------------
                                                                   2002             2001             2000
                                                               ------------     ------------     ------------
                                                                (Restated)                        (Restated)
Current:                                                                       (in thousands)
    Federal                                                 $          (818) $           (68) $         1,364
    State                                                               320               17               79
                                                               ------------     ------------     ------------
                                                                       (498)             (51)           1,443
Deferred                                                             99,211           (3,329)           3,710
                                                               ------------     ------------     ------------
                                                            $        98,713  $        (3,380) $         5,153
                                                               ============     ============     ============

The following table reconciles O'Sullivan's federal corporate statutory rate and its effective income tax rate:


                                                                                  For the year ended June 30,
                                                                             --------------------------------------
                                                                                2002         2001          2000
                                                                             (Restated)
                                                                             -----------  ----------    -----------
Statutory rate                                                                        35.0%       35.0%          35.0%
State income taxes, net of federal benefit                                             1.6        (1.6)           0.6
Goodwill amortization                                                                  -           2.5            2.2
Valuation allowance                                                                  649.0         -              -
Other, net                                                                            (1.0)       (0.9)          (1.8)
                                                                             -----------  ----------    -----------
Effective tax rate                                                                   684.6%       35.0%          36.0%
                                                                             ===========  ==========    ===========








Deferred tax assets and liabilities consist of the following:


                                                                                                 June 30,
                                                                                        ---------------------------
                                                                                           2002            2001
                                                                                        -----------     -----------
                                                                                        (Restated)      (Restated)
                                                                                             (in thousands)
Deferred tax assets:
Allowance for doubtful accounts                                                     $         1,517 $         1,757
Insurance liabilities                                                                           606             564
Accrued compensation                                                                          3,402           3,149
Inventories                                                                                   1,621             286
Other                                                                                           425             240
Section 338 deductions for future periods and unpaid liability to parent - tax
 sharing agreement                                                                           81,374         109,067
Net operating loss carryforwards                                                             20,040               -
                                                                                        -----------     -----------
Subtotal                                                                                    108,985         115,063
Valuation allowance                                                                         (94,327)              -
                                                                                        -----------     -----------
Total deferred tax assets                                                                    14,658         115,063
                                                                                        -----------     -----------

Deferred tax liabilities:
Depreciation and amortization                                                               (13,101)        (14,808)
Other                                                                                        (1,557)         (1,476)
                                                                                        -----------     -----------
   Total deferred tax liabilities                                                           (14,658)        (16,284)
                                                                                        -----------     -----------
      Net deferred tax asset                                                        $             - $        98,779
                                                                                        ===========     ===========
Reported as:
Current assets (included in prepaid expenses and other current assets)              $             - $         5,336
Noncurrent assets-deferred income taxes                                                           -          93,443
                                                                                        -----------     -----------
      Net deferred tax asset                                                        $             - $        98,779
                                                                                        ===========     ===========

         O'Sullivan recorded tax expense of $98.7 million for the year ended June 30, 2002 that included a valuation
allowance of $94.3 million.

Note 12 - Stock Options.

         In connection with the recapitalization and merger of O'Sullivan Holdings, all outstanding options issued by
O'Sullivan Holdings were either converted into options to purchase shares of O'Sullivan Holdings Series A junior
preferred stock or exchanged for shares of O'Sullivan Holdings senior preferred stock and a cash payment equal to
the difference between $16.75 and the exercise price of the option times the number of option shares.  As a result, all
of the outstanding options under O'Sullivan Holdings Amended and Restated 1994 Incentive Stock Plan were
converted or exchanged.  In fiscal 2000, O'Sullivan recognized compensation expense of $10.6 million in connection
with the conversion and exchange of the stock options, which has been shown as a separate line item on the
consolidated statement of operations.

         In January 2000, O'Sullivan Holdings adopted its 2000 Common Stock Option Plan.  Pursuant to this plan,
O'Sullivan Holdings may issue up to 81,818 shares of its common stock to employees of O'Sullivan.  The exercise
price for shares issued under the plan is equal to the fair market value on the date of grant.  Options issued pursuant
to the plan will vest in five annual installments if certain performance targets are met; otherwise, the options will
vest in seven years from their date of grant or one day prior to their expiration.  Options to purchase 77,080 shares of
common stock have been granted at an exercise price of $1.90 per share, which was the estimated fair value of the
underlying common stock at the dates of grant.  The expiration date of these options range from November 30, 2009
to January 29, 2012.  Twenty percent of these options were exercisable at June 30, 2002.

         In November 2001, O'Sullivan Holdings adopted its 2001 Director Common Stock Option Plan.  Pursuant
to this plan, O'Sullivan Holdings may issue up to 15,000 shares of its common stock to O'Sullivan Holdings directors







who are not employees of, or consultants to, O'Sullivan Holdings, O'Sullivan or Bruckmann, Rosser, Sherrill & Co.,
LLC ("BRS, LLC") or its affiliates.  The exercise price for shares issued under the plan is equal to the fair market
value on the date of grant.  Options issued pursuant to the plan will vest in three equal annual installments.  On
November 15, 2001, the Board granted options to purchase 6,000 shares of common stock at an exercise price of
$1.90 per share, which was the estimated fair value of the underlying common stock at the date of grant.  The
expiration date of these options is November 15, 2011.  None of these options were exercisable at June 30, 2002.


                                  Summary of Common Stock Option Transactions
                                          (share amounts in thousands)
                                         June 30, 2002            June 30, 2001              June 30, 2000
                                    ------------------------ ------------------------  -------------------------
                                                  Weighted                 Weighted                  Weighted
                                                   Average                  Average                   Average
                                                  Exercise                 Exercise                  Exercise
                                      Shares        Price      Shares        Price      Shares         Price
                                    ------------ ----------- ----------   -----------  ----------- -------------
Outstanding at beginning of year            76 $           1.90  76      $          1.90   1,593 $             9.84
Grants                                       6             1.90       1             1.90      86               3.50
Exercised                                    -                        -                      (42)              8.68
Converted into Series A junior               -                        -                                          97
preferred stock options                                                                     (828)             10.
Extinguished and exchanged for               -                        -                                          66
 senior preferred stock and cash                                                            (725)              8.
Canceled                                     -                       (1)            1.90      (8)             12.94
                                    ----------               ----------                ---------
Outstanding at end of year                  82             1.90      76             1.90      76               1.90
                                    ==========               ==========                =========
Exercisable at end of year                  15             1.90      15             1.90       -
                                    ==========               ==========                =========
Weighted average fair value of                 $           0.37          $          0.43         $             0.53
options granted during the year
                                              == ===========            =============              =============

         In the merger, O'Sullivan Holdings issued options to purchase 60,318.67 shares of its Series A junior
preferred stock, par value $0.01 per share, in exchange for certain options held by management participants in the
buyout. All of these options are currently vested and exercisable and expire on December 31, 2025.  The agreements
for the options to purchase O'Sullivan Holdings Series A junior preferred stock provide for a special accrual at the
rate of 14% per annum on the difference between the liquidation value of the stock ($150.00 per share) and the
exercise price of the option ($50.00 per share). The special accrual accrues at the same time and in the same manner
as would dividends on issued and outstanding shares of O'Sullivan Holdings Series A junior preferred stock. No
amount is payable until the exercise of the option, and payment is further subject to the terms of any debt agreement
of O'Sullivan Holdings or O'Sullivan. When made, payment of the special accrual may be made in cash or by a
reduction in the exercise price for the option. The special accrual approximated $1.1 million, $946,000 and $498,000
for fiscal 2002, 2001 and fiscal 2000, respectively, and is included in selling, marketing and administrative expense
in the consolidated statements of operations.

         O'Sullivan has adopted the disclosure-only provisions of SFAS 123.  Accordingly, no compensation cost
has been recognized for options granted except as mentioned above.  Had compensation cost for O'Sullivan
Holdings' stock option plans been determined based on the fair value at the grant date for awards in fiscal 2002,
2001 and 2000 in accordance with the provisions of SFAS 123, O'Sullivan's net income (loss) would have been
adjusted to the pro forma amounts indicated below (in thousands):


                                                Year Ended June 30,
                                      ----------------------------------------
                                         2002         2001           2000
                                      -----------  -----------   -------------
Net income (loss)
                                                   -----------   -------------
As reported (restated)               $    (84,293)$     (6,731) $        8,856
Pro forma                                 (84,298)      (6,735)         14,377








         The fair value of each option on the date of grant is estimated using the Black-Scholes option-pricing model
based upon the following weighted average assumptions:


                                               2002           2001           2000
                                           ------------    -----------    -----------
Risk-free interest rate                               4.35%          5.09%          6.24%
Dividend yield                                 None           None           None
Volatility factor                                     0.1%           0.1%           5.5%
Weighted average expected life (years)                5.0            5.0            3.6

         For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over
the vesting period.

Note 13 - Employee Benefit Plans.

         O'Sullivan Holdings maintains a stock purchase program that is available to most employees.  The stock
purchase program (the "SPP"), as amended, allows a maximum employee contribution of 5%, while O'Sullivan's
matching contribution is 25%, 40% or 50% of the employee's contribution, depending on the length of the
employee's participation in the program.  Effective with the closing of the recapitalization and merger, the program
was amended to invest contributions in a broad-based mutual fund.  The matching contributions to the stock
purchase program were $640,000, $673,000 and $685,000 in fiscal years 2002, 2001 and 2000, respectively.
O'Sullivan Holdings will terminate the SPP effective December 31, 2002.

         O'Sullivan Holdings also has a Savings and Profit Sharing Plan in which most employees are eligible to
participate.  Under the savings orss. 401(k) portion of the plan, employees may contribute from 1% to 15% of their
compensation (subject to certain limitations imposed by the Internal Revenue Code), and O'Sullivan makes matching
contributions equal to 50% of the first 5% of eligible employee contributions.  The matching contribution will
increase to 100% of the first 5% of eligible employee contributions effective January 1, 2003. Under the profit
sharing portion of the plan, O'Sullivan may contribute annually an amount determined by the O'Sullivan Holdings
Board of Directors. Employer matching contributions vest immediately, while profit sharing contributions vest 100%
when the employee has five years of service with O'Sullivan.  For fiscal 2002, 2001 and 2000, O'Sullivan accrued
approximately $2.2 million, $0 and $2.5 million, respectively, for the profit sharing portion of the plan.  The
matching contributions to the savings portion of the plan were $458,000, $600,000 and $750,000 in fiscal years
2002, 2001 and 2000, respectively.

         Effective July 1, 1997, O'Sullivan Holdings implemented its Deferred Compensation Plan.  This plan is
available to employees of O'Sullivan deemed to be "highly compensated employees" pursuant to the Internal
Revenue Code.  O'Sullivan makes certain matching and profit sharing accruals to the accounts of participants.  All
amounts deferred or accrued under the terms of the plan represent unsecured obligations of O'Sullivan Holdings to
the participants.  Matching and profit sharing accruals under this plan were not material in fiscal 2002, 2001 or 2000.

Note 14 - Condensed Consolidating Financial Information.

         As discussed in Note 10, in November 1999 O'Sullivan issued $100 million of 13.375% senior
subordinated notes due 2009.  These notes were unsecured obligations of O'Sullivan; however, they were guaranteed
on an unsecured basis by O'Sullivan Industries - Virginia.  In fiscal 2000, O'Sullivan exchanged the notes issued in
November 1999 for notes with substantially identical terms and associated guarantees.  The exchange notes have
been registered under the Securities Act of 1933, as amended.

         Also as discussed in Note 10, O'Sullivan is the obligor under a senior secured credit facility totaling $175
million.  This facility is secured by substantially all the assets of O'Sullivan and its guarantor subsidiaries O'Sullivan
Industries - Virginia and O'Sullivan Furniture Factory Outlet, Inc.  The credit facility is also guaranteed by
O'Sullivan Holdings, O'Sullivan's parent.  Security for the credit facility includes first priority liens and security
interests in the stock of O'Sullivan, O'Sullivan Industries - Virginia and O'Sullivan Furniture Factory Outlet, Inc.








         The accompanying condensed consolidating financial information has been prepared and presented
pursuant to SEC rules and regulations.  This information is not intended to present the financial position, results of
operations and cash flows of the individual companies in accordance with generally accepted accounting principles.

         The financial information for O'Sullivan Furniture Factory Outlet, Inc. is included in the consolidated
results of O'Sullivan Industries.  O'Sullivan Furniture Factory Outlet, Inc. commenced operations in April 2002.
Net sales and net loss for the fiscal year ended June 30, 2002 were $135,000 and $13,000, respectively.  At June 30,
2002, total assets were $191,000.  Total liabilities, excluding payables to affiliates, were $20,000.

         As discussed in Note 3, O'Sullivan has revised its accounting for the tax sharing agreement with
RadioShack and restated the amounts below accordingly.

Condensed Consolidating Statements of Operations


                                                                   For the year ended June 30, 2002
                                                                           ( in thousands)
                                                   ----------------------------------------------------------------
                                                                    O'Sullivan
                                                    O'Sullivan     Industries -    Consolidating
                                                    Industries       Virginia       Adjustments      Consolidated
                                                   -------------  --------------  ---------------  ----------------
                                                    (Restated)      (Restated)                        (Restated)
Net sales                                        $       243,698$        105,400$               -$          349,098
Cost of sales                                            174,040          80,622                -           254,662
                                                   -------------  --------------  ---------------  ----------------
Gross profit                                              69,658          24,778                -            94,436

Operating expenses:
      Selling, marketing and administrative               43,465          10,865                -            54,330
                                                   -------------  --------------  ---------------  ----------------

Op
Operating income                                          26,193          13,913                -            40,106

Other income (expense):
      Interest expense                                   (25,471)           (585)               -           (26,056)
      Interest income                                        370               -                -               370
                                                   -------------  --------------  ---------------  ----------------

Income before income tax provision                         1,092          13,328                -            14,420
Income tax provision                                      74,105          24,608                -            98,713
                                                   -------------  --------------  ---------------  ----------------

Net income (loss)                                $       (73,013$        (11,280$               -$          (84,293)
                                                   =============  ==============  ===============  ================









                                                                  For the year ended June 30, 2001
                                                                           (in thousands)
                                                  ----------------------------------------------------------------
                                                                  O'Sullivan
                                                   O'Sullivan     ndustries -    Consolidating
                                                   Industries    I Virginia       Adjustments       Consolidated
                                                  -------------  -------------  ----------------  ----------------
Net sales                                       $       254,538$       104,273$                -$          358,811
Cost of sales                                           190,870         78,850                 -           269,720
                                                  -------------  -------------  ----------------  ----------------

Gross profit                                             63,668         25,423                 -            89,091

Operating expenses:
      Selling, marketing and administrative              41,253         15,208                 -            56,461
      Restructuring charge                               10,506              -                 -            10,506
                                                  -------------  -------------  ----------------  ----------------
Total operating expenses                                 51,759         15,208                 -            66,967
                                                  -------------  -------------  ----------------  ----------------

Operating income                                         11,909         10,215                 -            22,124

Other income (expense):
      Interest expense                                  (31,184)        (1,070)                -           (32,254)
      Interest income                                       474              -                 -               474
                                                  -------------  -------------  ----------------  ----------------

Income (loss) before income tax provision
      and cumulative effect of accounting
      change                                            (18,801)         9,145                 -            (9,656)
Income tax provision (benefit)                           (6,522)         3,142                 -            (3,380)
                                                  -------------  -------------  ----------------  ----------------
Income (loss) before cumulative effect of                                                          6,276)
      accounting change                                 (12,279)         6,003                 -  (
Cumulative effect of accounting change, net
      of income tax benefit of $53                          (95)             -                 -               (95)
                                                  -------------  -------------  ----------------  ----------------
Net income (loss)                               $       (12,374$         6,003$                -$           (6,371)
                                                  =============  =============  ================  ================









                                                                  For the year ended June 30, 2000
                                                                            (in thousands)
                                                  -----------------------------------------------------------------
                                                                  O'Sullivan
                                                   O'Sullivan     ndustries -     Consolidating
                                                   Industries    I Virginia        Adjustments      Consolidated
                                                  -------------  -------------   ---------------  -----------------
Net sales                                       $       313,942$        91,292 $               -$           405,234
Cost of sales                                           226,917         71,470                 -            298,387
                                                  -------------  -------------   ---------------  -----------------

Gross profit                                             87,025         19,822                 -            106,847

Operating expenses:
      Selling, marketing and administrative              51,075         12,978                 -             64,053
      Compensation expense associated with
           stock options                                 10,627              -                 -             10,627
      Loss on settlement of interest rate swap                -            408                 -                408
                                                  -------------  -------------   ---------------  -----------------
Total operating expenses                                 61,702         13,386                 -             75,088
                                                  -------------  -------------   ---------------  -----------------

Op
Operating income                                         25,323          6,436                 -             31,759

Op
Other income (expense):
      Interest expense                                  (17,478)          (748)                -            (18,226)
      Interest income                                       781              -                 -                781
                                                  -------------  -------------   ---------------  -----------------

Income before income tax provision and
      extraordinary item                                  8,626          5,688                 -             14,314
Income tax provision                                      3,115          2,038                 -              5,153
                                                  -------------  -------------   ---------------  -----------------
Income before extraordinary item                          5,511          3,650                 -              9,161
Extraordinary loss from early extinguishment
      of debt, net of income tax benefit of $171           (305)             -                 -               (305)
                                                  -------------  -------------   ---------------  -----------------

Net income                                      $         5,206$         3,650 $               -$             8,856
                                                  =============  =============   ===============  =================








Condensed Consolidating Balance Sheets


                                                                        June 30, 2002
                                                                        (in thousands)
                                               ----------------------------------------------------------------
                                                               O'Sullivan
                                                O'Sullivan    Industries -   Consolidating
                                                Industries      Virginia      Adjustments        Consolidated
                                               ------------  -------------- ----------------   ----------------
                                                (Restated)     (Restated)      (Restated)         (Restated)
ASSETS:
      Current assets                          $      92,556 $        15,418$               -  $         107,974
      Property, plant and equipment, net             53,739          34,095                -             87,834
      Other assets                                   10,152             102                -             10,254
      Investment in subsidiaries                     23,856               -          (23,856)                 -
      Goodwill                                       38,088               -                -             38,088
      Receivable from parent                              -          19,948          (19,948)                 -
                                               ------------  -------------- ----------------   ----------------
           Total assets                       $     218,391 $        69,563$         (43,804) $         244,150
                                               ============  ============== ================   ================

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT):
      Current liabilities                     $      35,493 $        20,912$               -  $          56,405
      Long-term debt                                203,452          10,000                -            213,452
      Other liabilities                               2,570               -                -              2,570
      Payable to parent - tax sharing agreement      55,559          14,795                              70,354
      Other payable to parent                        20,129               -          (19,948)               181
      Stockholder's equity (deficit)                (98,812)         23,856          (23,856)           (98,812)
                                               ------------  -------------- ----------------   ----------------
           Total liabilities and stockholder's$     218,391 $        69,563$         (43,804) $         244,150
                equity (deficit)
                                               ============  ============== ================   ================


                                                                         June 30, 2001
                                                                         (in thousands)
                                                ----------------------------------------------------------------
                                                                O'Sullivan
                                                 O'Sullivan    Industries -    Consolidating
                                                 Industries      Virginia       Adjustments      Consolidated
                                                ------------  --------------  ---------------  -----------------
                                                 (Restated)     (Restated)      (Restated)        (Restated)
ASSETS:
      Current assets                           $     102,821 $        14,167 $              - $          116,988
      Property, plant and equipment, net              61,737          34,135                -             95,872
      Other assets                                    11,795             117                -             11,912
      Investment in subsidiary                        35,136               -          (35,136)                 -
      Deferred income taxes                           73,500          19,943                              93,443
      Goodwill                                        38,088               -                -             38,088
      Receivable from parent                             609           4,270           (4,270)               609
                                                ------------  --------------  ---------------  -----------------
           Total assets                        $     323,686 $        72,632 $        (39,406)$          356,912
                                                ============  ==============  ===============  =================

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT):
      Current liabilities                      $      29,118 $         7,553 $              - $           36,671
      Long-term debt                                 212,386          10,000                -            222,386
      Other liabilities                                3,338               -                -              3,338
      Payable to parent - tax sharing agreement       89,124          19,943                             109,067
      Other payable to parent                          4,270               -           (4,270)                 -
      Stockholder's equity (deficit)                 (14,550)         35,136          (35,136)           (14,550)
                                                ------------  --------------  ---------------  -----------------
           Total liabilities and stockholder's $     323,686 $        72,632 $        (39,406)$          356,912
                 equity (deficit)
                                                ============  ==============  ===============  =================

Condensed Consolidating Statements of Cash Flows








                                                                   For the year ended June 30, 2002
                                                                            (in thousands)
                                                    ---------------------------------------------------------------
                                                                    O'Sullivan     onsolidating
                                                     O'Sullivan     ndustries -    Adjustments
                                                     Industries    I Virginia     C                 Consolidated
                                                    -------------  -------------  --------------  -----------------
Net cash flows provided by operating activities   $         6,972$        18,143$              -$            25,115
                                                    -------------  -------------  --------------  -----------------

Investing activities:
      Capital expenditures                                 (6,179)        (2,465)              -             (8,644)
      Repayment of loans to affiliates                     15,678              -         (15,678)                 -
                                                    -------------  -------------  --------------  -----------------
           Net                                              9,499         (2,465)        (15,678)            (8,644)
                                                    -------------  -------------  --------------  -----------------

Financing activities:
      Advances (repayments) on loans from                                                 15,678
           affiliates                                         790        (15,678)                               790
      Repayment of borrowings                              (8,544)             -               -             (8,544)
                                                    -------------  -------------  --------------  -----------------
           Net                                             (7,754)       (15,678)         15,678             (7,754)
                                                    -------------  -------------  --------------  -----------------

Cash and cash equivalents:
      Net increase in cash and cash equivalents             8,717              -               -              8,717
      Cash and cash equivalents, beginning of
           period                                           7,056              4               -              7,060
                                                    -------------  -------------  --------------  -----------------
Cash and cash equivalents, end of period          $        15,773$             4$              -$            15,777
                                                    =============  =============  ==============  =================



                                                                   For the year ended June 30, 2001
                                                                            (in thousands)
                                                   ----------------------------------------------------------------
                                                                  O'Sullivan
                                                    O'Sullivan    ndustries -    Consolidating
                                                    Industries   I Virginia       Adjustments       Consolidated
                                                   ------------  ------------   ---------------  ------------------
Net cash flows provided by operating activities   $      10,012$       15,004 $               -$             25,016
                                                   ------------  ------------   ---------------  ------------------

Investing activities:
      Capital expenditures                               (6,390)      (10,421)                -             (16,811)
      Repayment of loans to affiliates                    4,583             -            (4,583)                  -
                                                   ------------  ------------   ---------------  ------------------
           Net                                           (1,807)      (10,421)           (4,583)            (16,811)
                                                   ------------  ------------   ---------------  ------------------

Financing activities:
      Repayment of loans from affiliates                    (88)       (4,583)            4,583                 (88)
      Repayment of borrowings                           (12,924)            -                 -             (12,924)
                                                   ------------  ------------   ---------------  ------------------
           Net                                          (13,012)       (4,583)            4,583             (13,012)
                                                   ------------  ------------   ---------------  ------------------

Cash and cash equivalents:
      Net increase in cash and cash
           equivalents                                   (4,807)            -                 -              (4,807)
      Cash and cash equivalents, beginning of
           period                                        11,863             4                 -              11,867
                                                   ------------  ------------   ---------------  ------------------
      Cash and cash equivalents, end of  period   $       7,056$            4 $               -$              7,060
                                                   ============  ============   ===============  ==================










                                                                   For the year ended June 30, 2000
                                                                            (in thousands)
                                                    ---------------------------------------------------------------
                                                                    O'Sullivan     onsolidating
                                                     O'Sullivan     ndustries -    Adjustments
                                                     Industries    I Virginia     C                 Consolidated
                                                    -------------  -------------  --------------  -----------------
Net cash flows provided by operating activities   $        34,002$         6,729$              -$            40,731
                                                    -------------  -------------  --------------  -----------------

Investing activities:
      Capital expenditures                                (13,534)        (3,595)              -            (17,129)
      Repayment of loans to affiliates                      3,134              -          (3,134)                 -
                                                    -------------  -------------  --------------  -----------------
           Net                                            (10,400)        (3,595)         (3,134)           (17,129)
                                                    -------------  -------------  --------------  -----------------

Financing activities:
      Repayment of loans from affiliates                  (28,554)        (3,134)          3,134            (28,554)
      Proceeds from borrowings, including
      issuance of warrants                                233,546              -               -            233,546
      Repayment of borrowings                             (21,000)             -               -            (21,000)
      Debt issuance costs                                 (12,640)             -               -            (12,640)
      Dividend to parent                                 (186,827)             -               -           (186,827)
                                                    -------------  -------------  --------------  -----------------
           Net                                            (15,475)        (3,134)          3,134            (15,475)
                                                    -------------  -------------  --------------  -----------------

Cash and cash equivalents:
      Net increase in cash and cash equivalents             8,127              -               -              8,127
      Cash and cash equivalents, beginning of
           period                                           3,736              4               -              3,740
                                                    -------------  -------------  --------------  -----------------
      Cash and cash equivalents, end of period    $        11,863$             4$              -$            11,867
                                                    =============  =============  ==============  =================

Note 15 - Termination Protection Agreements.

         O'Sullivan Holdings has entered into Termination Protection Agreements with its officers.  These
Termination Protection Agreements, all of which are substantially similar, have initial terms of two years which
automatically extend to successive one-year periods unless terminated by either party.  If the employment of any of
these officers is terminated, with certain exceptions, within 24 months following a change in control, the officers are
entitled to receive certain cash payments, as well as the continuation of fringe benefits for a period of up to twelve
months.  Additionally, all benefits under the Savings and Profit Sharing Plan and the Deferred Compensation Plan
vest, all restrictions on any outstanding incentive awards or shares of restricted common stock will lapse and such
awards or shares will become fully vested, all outstanding stock options will become fully vested and immediately
exercisable, and O'Sullivan Holdings will be required to purchase for cash, on demand made within 60 days
following a change in control, any shares of unrestricted common stock and options for shares at the then current
per-share fair market value.  The agreements also provide one year of outplacement services for the officer and that,
if the officer moves more than 20 miles from his primary residence in order to accept permanent employment within
36 months after leaving O'Sullivan Holdings, O'Sullivan Holdings will, upon request, repurchase the officer's
primary residence at a price determined in accordance with the agreement.

         Under the Termination Protection Agreements, a "Change in Control" will be deemed to have occurred if
either (i) any person or group acquires beneficial ownership of 15% of the voting securities of O'Sullivan Holdings;
(ii) there is a change in the composition of a majority of the board of directors within any two-year period which is
not approved by certain of the directors who were directors at the beginning of the two-year period; (iii) the
stockholders of O'Sullivan Holdings approve a merger, consolidation or reorganization involving O'Sullivan
Holdings; (iv) there is a complete liquidation or reorganization involving O'Sullivan Holdings; or (v) O'Sullivan
Holdings enters into an agreement for the sale or other disposition of all or substantially all of the assets of
O'Sullivan Holdings.

Note 16 - Related Party Transactions.








         BRS. BRS, LLC provided various advisory services to O'Sullivan Holdings related to the merger.  These
services included arranging and negotiating the financing of the merger, arranging and structuring the transaction,
planning O'Sullivan Holdings' capital structure and related services.  BRS, LLC received a transaction fee of
$4.0 million from O'Sullivan Holdings and expenses of $62,000 for these services.  Of the $4.0 million transaction
fee, $3.0 million was recognized as a merger related expense by O'Sullivan Holdings and $1.0 million was
capitalized into loan fees at O'Sullivan.

         BRS also provided $15.0 million in financing pursuant to a securities purchase agreement with O'Sullivan
Holdings.  BRS received a transaction fee of $300,000 in connection with this financing, which was capitalized into
loan fees at O'Sullivan Holdings.  BRS later sold this note and the related warrants to an unrelated third party which
received the $300,000 transaction fee from BRS.

         O'Sullivan entered into a management services agreement with BRS, LLC for strategic and financial
advisory services on November 30, 1999.  The fee for these services is the greater of (a) 1% of O'Sullivan's
consolidated cash flow (as defined in the indenture related to O'Sullivan's senior subordinated notes) or (b)
$300,000 per year.  Under the management services agreement, BRS, LLC can also receive reimbursement for
expenses which are limited to $50,000 a year by the senior credit facility.

         The senior credit facility and the management services agreement both contain certain restrictions on the
payment of the management fee.  The management services agreement provides that no cash payment for the
management fee can be made unless the fixed charge coverage ratio (as defined in the indenture related to
O'Sullivan's senior subordinated notes) for O'Sullivan's most recently ended four full fiscal quarters would have
been at least 2.0 to 1.0.  All fees and expenses under the management services agreement are subordinated to the
senior subordinated notes.

         In September 2000, O'Sullivan paid BRS, LLC $682,000 under the management services agreement, of
which $266,000 was a prepayment of a portion of the fiscal 2001 management fees.  The management fee and other
reimbursable costs of $501,000, $536,000 and $364,000 recognized during fiscal years 2002, 2001 and 2000,
respectively, are included in selling, marketing and administrative expense in the consolidated statement of
operations.  The amounts due BRS, LLC at June 30, 2002 and June 30, 2001 approximated $719,000 and $218,000,
respectively, and are included in accrued liabilities on the consolidated balance sheets.  O'Sullivan paid BRS, LLC
$713,000 in the first quarter of fiscal 2003 for the balance owed through June 30, 2002 and $305,000 as a
prepayment of the fiscal 2003 management fee.

Note 17 - Commitments and Contingencies.

         Leases.  O'Sullivan leases warehouse space, computers and certain other equipment under operating leases.
As of June 30, 2002, minimum future lease payments for all noncancellable lease agreements were as follows (in
thousands):

2002              $      1,398
2003                     1,146
2004                       806
2005                       510
2006                       316
Thereafter                   0
                      --------
Total             $      4,176
                      ========

         Amounts incurred by O'Sullivan under operating leases (including renewable monthly leases) were
$1.9 million in fiscal 2002, 2001 and 2000, respectively.

         Tax Sharing Agreement with RadioShack.  During fiscal 2002, 2001 and 2000, $27.7 million, $0.0 and $4.3
million, respectively, were paid to O'Sullivan Holdings pursuant to this agreement.  Future tax sharing agreement
payments are contingent on taxable income.  The maximum payments are fiscal 2003-- $11.0 million; fiscal 2004
--$9.9 million; fiscal 2005-- $10.5 million; fiscal 2006-- $11.3 million; and thereafter-- $38.7 million.







         Litigation.  O'Sullivan is a party to various legal actions arising in the ordinary course of its business.
O'Sullivan does not believe that any such pending actions will have a material adverse effect on its results of
operations, liquidity or financial position.  O'Sullivan maintains liability insurance at levels which it believes are
adequate for its needs.

         Regulatory Matters.  O'Sullivan's operations are subject to extensive federal, state and local laws,
regulations and ordinances relating to the generation, storage, handling, emission, transportation and discharge of
certain materials, substances and waste into the environment.  Permits are required for certain of O'Sullivan's
operations and are subject to revocation, modification and renewal by governmental authorities.  In general,
compliance with air emission regulations is not expected to have a material adverse effect on O'Sullivan's business,
results of operations or financial condition.

         O'Sullivan's manufacturing facilities ship waste product to various disposal sites.  O'Sullivan has been
designated as a potentially responsible party under the Arkansas Remedial Action Trust Fund Act in connection with
the cost of cleaning up one site in Diaz, Arkansas and has entered into a de minimis buyout agreement with certain
other potentially responsible parties, pursuant to which it has contributed $2,000 to date toward cleanup costs.
O'Sullivan believes that amounts it may be required to pay in the future, if any, will be immaterial.

         Retirement Agreement.  In October 1998, O'Sullivan Holdings entered into a Retirement and Consulting
Agreement, Release and Waiver of Claims with Daniel F. O'Sullivan.  Under the retirement agreement, as amended
in May 1999, Mr. O'Sullivan resigned as Chief Executive Officer in October 1998 and retired as an executive on
March 31, 2000.  O'Sullivan Holdings agreed to pay Mr. O'Sullivan $42,160 per month for 36 months after his
retirement and then to pay him $11,458 per month until he reaches age 65.  Payments under Mr. O'Sullivan's
retirement and consulting agreement amount to an aggregate of $2.2 million and a present value of approximately
$1.9 million.  During this period, Mr. O'Sullivan is required to provide consulting, marketing and promotional
services with respect to O'Sullivan's manufacturing activities and relations with major customers, if requested by
O'Sullivan, from time to time.  Mr. O'Sullivan has agreed not to compete with O'Sullivan during the period he is a
consultant.  O'Sullivan Holdings will also provide Mr. O'Sullivan with health insurance during the term of the
agreement and thereafter until he becomes eligible for Medicare and life insurance during the term of the agreement.

Note 18 - Major Customers.

         Sales to three customers exceeded 10% of gross sales.  Sales to such customers as a percentage of gross
sales were:


                                       Year ended June 30,
                                ---------------------------------
                                   2002        2001       2000
                                ----------- ---------- ----------
Customer A                              19%        19%        22%
Customer B                              14%        17%        18%
Customer C                              12%        11%        11%








Note 19 - Quarterly Operating Results - Unaudited.


                                                 (in thousands)
                             -----------------------------------------------------

                                            Fiscal 2002 (By Quarter)
                             -----------------------------------------------------
                                    1            2             3            4
                             -----------------------------------------------------

Net sales1                   $      82,193$      84,314 $     105,467$      77,124
Gross profit1                       20,468       21,665        30,506       21,797
Net income (loss):
     As previously reported         (1,021)       1,573        (4,378)         907
     Restated                       (1,021)       1,573       (88,848)2     4,0032


                                            Fiscal 2001 (By Quarter)
                             -----------------------------------------------------
                                    1            2             3            4
                             -----------------------------------------------------
Net sales1                   $      85,027$      91,940 $      97,636$      84,208
Gross profit1                       18,852       22,074        25,091       23,074
Net income (loss)                   (2,054)      (7,040)3       1,351        1,372


--------------------------------------------


         1 Net sales, gross profit and selling, marketing and administrative expense for the fiscal year ended June 30,
2001 and the first and second quarters of fiscal 2002 have been adjusted to reflect a new accounting pronouncement
which requires a reclassification of certain selling expenses to a reduction of net sales.

         2 The third quarter of fiscal 2002 as restated includes income tax expense of $98.7 million resulting from
the valuation allowance recorded in connection with the revised accounting for the tax sharing agreement with
RadioShack.  The fourth quarter of fiscal 2002 as restated reflects the elimination of the valuation allowance
previously reported as a result of the revised accounting.  See Note 3.

         3Amount includes a restructuring charge of $10.5 million ($6.8 million, after-tax) primarily related to the
closing of the Utah manufacturing facility.

Item 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

         None

                                                     PART III

Item 10.  Directors and Executive Officers of the Registrant.

         The following sets forth certain information with respect to the business experience of each Director of
O'Sullivan during the past five years and certain other directorships held by each Director.  References to service
with O'Sullivan in this section include service with O'Sullivan Industries.

Charles A. Carroll, 53, became President and Chief Executive Officer of Goodman Global Holdings, Inc., a
manufacturer of air conditioning and heating equipment, in September 2001.  Prior to that, he served for two years as
President and Chief Executive Officer of Goodman Global's Amana Appliances Division until its sale by Goodman
Global to Maytag.  From 1993 to 1999, Mr. Carroll was President and Chief Operating Officer and a director of
Rubbermaid, Inc.  Mr. Carroll was appointed a Director of O'Sullivan Holdings, O'Sullivan Industries and
O'Sullivan - Virginia in July 2001.

Richard D. Davidson, 54, was promoted to President and Chief Executive Officer of O'Sullivan Holdings, O'Sullivan
Industries and O'Sullivan Industries - Virginia in January 2000.  He was named President and Chief Operating
Officer of O'Sullivan Holdings, O'Sullivan Industries and O'Sullivan Industries - Virginia in July 1996.  He was







named a Director of O'Sullivan Industries and O'Sullivan Industries - Virginia in July 1996 and of O'Sullivan
Holdings in August 1996.  He has also served as President and Chief Executive Officer and a director of O'Sullivan
Furniture Factory Outlet, Inc., a subsidiary of O'Sullivan Industries, since March 2002.

Daniel F. O'Sullivan, 61, was named President, Chief Executive Officer and a Director of O'Sullivan Holdings in
November 1993 and became Chairman of the Board in December 1993.  He relinquished the position of President of
O'Sullivan Holdings in July 1996 and resigned as Chief Executive Officer in October 1998.  He served as President
of O'Sullivan Industries from 1986 until July 1996, and was appointed Chairman of the Board and Chief Executive
Officer in 1994.  He also served as Chairman of the Board and Chief Executive Officer of O'Sullivan Industries -
Virginia.  Mr. O'Sullivan was employed by O'Sullivan from 1962 until his retirement.  Under the terms of his
retirement and consulting agreement with O'Sullivan Holdings, Mr. O'Sullivan retired as an executive of O'Sullivan
Holdings, O'Sullivan Industries and O'Sullivan Industries - Virginia effective March 31, 2000.  He remains as non-
executive Chairman of the Board for each company.

Harold O. Rosser, 53, was appointed a director of O'Sullivan Holdings, O'Sullivan Industries and O'Sullivan
Industries - Virginia in connection with the merger and recapitalization in November 1999.  Mr. Rosser has been a
principal of BRS, LLC since August 1995.  Mr. Rosser was an officer of Citicorp Venture Capital from 1987
through July 1995.  He is a director of Acapulco Restaurants, Inc., American Paper Group, Inc., California Pizza
Kitchen, Inc., H&E Equipment Services, LLC, Il Fornaio (America) Corporation, McCormick and Schmick
Restaurant Corp. and Penhall International.

Executive Officers.

         O'Sullivan's executive officers, and their ages and positions with O'Sullivan as of September 1, 2002, are as
follows:


Name                                 Age      Officer   Position(s)
                                              Since1
Richard D. Davidson                   54       1996     President and Chief Executive Officer and Director
Tyrone E. Riegel                      59       1969     Executive Vice President
Phillip J. Pacey                      37       1999     Senior Vice President and Chief Financial Officer
Thomas M. O'Sullivan, Jr.             47       1993     Senior Vice President-Sales
Michael P. O'Sullivan                 43       1995     Senior Vice President-Marketing
Rowland H. Geddie, III                48       1993     Vice President, General Counsel and Secretary
E. Thomas Riegel                      58       1993     Vice President-Strategic Operations
James C. Hillman                      57       1973     Vice President-Human Resources
Tommy W. Thieman                      51       1999     Vice President-Manufacturing-Lamar
Stuart D. Schotte                     40       1999     Vice President-Supply Chain Management
Neal C. Ruggeberg                     45       2002     Vice President and Chief Information Officer

------------------------------------

         1Includes officer positions held with O'Sullivan Industries

         Tyrone E. Riegel has been Executive Vice President of O'Sullivan Industries since July 1986 and served as
a Director from March 1994 through November 1999.  He was appointed as Executive Vice President and a Director
of O'Sullivan Holdings in November 1993.  His service as a director of O'Sullivan Holdings ended November 1999.
Mr. Riegel also serves as Executive Vice President of O'Sullivan Industries - Virginia.  Mr. Riegel has been
employed by O'Sullivan since January 1964.  Since March 2002, he has served as Executive Vice President and a
Director of O'Sullivan Furniture Factory Outlet, Inc.

         Phillip J. Pacey was promoted to Senior Vice President and Chief Financial Officer of O'Sullivan Holdings,
O'Sullivan Industries and O'Sullivan Industries - Virginia in January 2000.  He was appointed Vice President-
Finance and Treasurer of O'Sullivan Holdings, O'Sullivan Industries and O'Sullivan Industries - Virginia in July
1999.  From November 1995 until July 1999, he served as Treasurer of O'Sullivan Holdings, O'Sullivan Industries
and O'Sullivan Industries - Virginia.  Since March 2002, he has served as Senior Vice President and Chief Financial
Officer and a Director of O'Sullivan Furniture Factory Outlet, Inc.







         Thomas M. O'Sullivan, Jr. was promoted to Senior Vice President-Sales of O'Sullivan Holdings, O'Sullivan
Industries and O'Sullivan Industries - Virginia in January 2000.  He had been Vice President-Sales of O'Sullivan
Holdings, O'Sullivan Industries and O'Sullivan Industries - Virginia since 1993.  Since March 2002, he has served as
Senior Vice President-Sales and a Director of O'Sullivan Furniture Factory Outlet, Inc.  Mr. O'Sullivan has been
employed by O'Sullivan since June 1979.

         Michael P. O'Sullivan was named Senior Vice President-Marketing of O'Sullivan Holdings, O'Sullivan
Industries and O'Sullivan Industries - Virginia in January 2000.  He had been Vice President-Marketing of
O'Sullivan Holdings, O'Sullivan Industries and O'Sullivan Industries - Virginia since November 1995.  He served as
National Sales Manager of O'Sullivan Industries and O'Sullivan Industries - Virginia from July 1993 until November
1995.  He is also Senior Vice President-Marketing of O'Sullivan Furniture Factory Outlet, Inc.  Mr. O'Sullivan has
been employed by O'Sullivan since 1984.

         Rowland H. Geddie, III has been Vice President, General Counsel and Secretary of O'Sullivan Holdings,
O'Sullivan Industries and O'Sullivan Industries - Virginia since December 1993.  He served as a Director of
O'Sullivan Industries and O'Sullivan Industries - Virginia from March 1994 through November 1999.  Since March
2002, he has served as Vice President, General Counsel and Secretary and a Director of O'Sullivan Furniture
Factory Outlet, Inc.

         E. Thomas Riegel has been Vice President-Strategic Operations of O'Sullivan Holdings, O'Sullivan
Industries and O'Sullivan Industries - Virginia since November 1995.  From June 1993 until November 1995, he was
Vice President-Marketing of O'Sullivan Holdings, O'Sullivan Industries and O'Sullivan Industries - Virginia.  He is
also Vice President-Strategic Operations of O'Sullivan Furniture Factory Outlet, Inc.  Mr. Riegel has been employed
by O'Sullivan since May 1971.

         James C. Hillman has been Vice President-Human Resources of O'Sullivan Holdings since November 1993
and of O'Sullivan Industries since 1980.  He also serves as Vice President-Human Resources of O'Sullivan
Industries - Virginia and O'Sullivan Furniture Factory Outlet, Inc.  Mr. Hillman has been employed by O'Sullivan
since May 1971.

         Tommy W. Thieman was appointed Vice President-Manufacturing-Lamar in July 1999 for O'Sullivan
Holdings and O'Sullivan Industries.  Since 1987, he has served as the Plant Manager in Lamar for O'Sullivan
Industries.  Mr. Thieman has been employed by O'Sullivan since 1972.

         Stuart D. Schotte was appointed Vice President-Supply Chain Management in July 1999 for O'Sullivan
Holdings, O'Sullivan Industries and O'Sullivan Industries - Virginia.  From February 1998 to July 1999, Mr. Schotte
served as Controller for O'Sullivan Holdings, O'Sullivan Industries and O'Sullivan Industries - Virginia.  From July
1996 until February 1998, Mr. Schotte served as Director of Financial Analysis and Planning for Fast Food
Merchandisers, Inc.  Since March 2002, he has also served as Vice President-Supply Chain Management for
O'Sullivan Furniture Factory Outlet, Inc.

         Neal C. Ruggeberg was promoted to Vice President and Chief Information Officer of O'Sullivan Holdings,
O'Sullivan Industries and O'Sullivan Industries - Virginia in July 2002.  From 1996 to July 2002, Mr. Ruggeberg
has served as Director of Information Services for O'Sullivan Industries and O'Sullivan Industries - Virginia.

         Certain Relationships.  Daniel F. O'Sullivan, Thomas M. O'Sullivan, Jr. and Michael P. O'Sullivan are
brothers.  Tommy W. Thieman is the brother-in-law of Daniel F. O'Sullivan, Thomas M. O'Sullivan, Jr. and Michael
P. O'Sullivan.  Tyrone E. Riegel and James C. Hillman were, prior to the deaths of their respective spouses, brothers-
in-law of Daniel F. O'Sullivan, Thomas M. O'Sullivan, Jr. and Michael P. O'Sullivan.  Tyrone E. Riegel and
E. Thomas Riegel are brothers.

Item 11.  Executive Compensation.

                                           SUMMARY  COMPENSATION  TABLE








         The following table reflects the cash and non-cash compensation for the chief executive officer of
O'Sullivan and the four next most highly compensated executive officers at June 30, 2002.


                                                                                Long-Term
                                             Annual Compensation1             Compensation
                                         -----------------------------    ---------------------
                                                                               Securities            All Other
                                 Fiscal      Salary          Bonus          Underlying Stock       Compensation
  Name and Principal Position     Year         ($)            ($)             Options (#)2              ($)3

Richard D. Davidson               2002           300,000       199,800                        -               31,281
President and                     2001           297,885       105,000                        -               49,896
Chief Executive Officer           2000           244,231       176,623                    8,500               45,984

Tyrone E. Riegel                  2002           231,200       110,120                        -               25,872
Executive Vice President          2001           212,885        53,300                        -               39,603
                                  2000           204,616       109,586                    4,000               39,860

Thomas M. O'Sullivan, Jr.         2002           160,000        76,300                        -               19,351
Senior Vice President-Sales       2001           159,423        40,000                        -               28,067
                                  2000           144,423        66,005                    4,000               26,181

Phillip J. Pacey                  2002           150,000        81,550                        -               18,220
Senior Vice President and         2001           149,615        37,500                        -               24,970
Chief Financial Officer           2000           123,808        59,074                    4,000               20,284

Michael P. O'Sullivan             2002           140,400        66,990                        -               17,653
Senior Vice President-            2001           140,192        35,100                        -               25,876
Marketing                         2000           134,423        61,473                    4,000               24,807

--------------------------------------------


         1For the years shown, the named officers did not receive any annual compensation not properly categorized
as salary or bonus, except for certain perquisites and other personal benefits.  The amounts for perquisites and other
personal benefits for the named officers are not shown because the aggregate amount of such compensation, if any,
for each of the named officers during the fiscal year shown does not exceed the lesser of $50,000 or 10% of total
salary and bonus reported for such officer.

         2Includes all options granted to the named officers during fiscal years shown under O'Sullivan's 2000
Common Stock Option Plan.  No stock appreciation rights were granted with any options.

         3 In fiscal 2002, other compensation for the named officers consisted of the following:


                                                                        Stock Purchase
                                                                           Program             Deferred
                             Group Life                                    ("SPP")        Compensation Plan
                              Insurance      Auto      SPSP Matching       Matching            Matching
            Name              Premiums    Allowance    Contributions    Contributions       Contributions
Richard D. Davidson          $      2,016$      9,000  $         3,625  $         10,132 $               6,507
Tyrone E. Riegel             $      4,032$      8,500  $         3,623  $          6,670 $               3,048
Thomas M. O'Sullivan, Jr.    $        835$      8,500  $         3,623  $          5,008 $               1,385
Phillip J. Pacey             $        330$      8,500  $         3,625  $          4,695 $               1,070
Michael P. O'Sullivan        $        363$      8,500  $         3,720  $          4,395 $                 675

         The table does not include amounts payable in the event of a change in control.  See "Change in Control
Protections."

                                        OPTION  GRANTS  IN  THE  LAST  YEAR





         During the fiscal year ended June 30, 2002, no options were granted to the named officers.

                                      OPTION  EXERCISES  IN  THE  LAST  YEAR
                                           AND  YEAR-END  OPTION  VALUES

         No options were exercised by the named officers in fiscal 2002.  The following table summarizes
information regarding outstanding options to purchase stock held by the named officers as of June 30, 2002.  All
options to purchase Series A junior preferred stock are vested and exercisable.


                                                                                         Series A junior preferred
                                                  Common Stock                                     stock
                             -------------------------------------------------------   -----------------------------
                                               Option        Value of     Value of
                                 Option        shares        exercis-    unexercis-        Option        Value of
                                 shares      unexercis-        able         able           shares       exercisable
                              exercisable      able at      options at   options at      exercisable    options at
            Name               at 6/30/02      6/30/02        6/30/02     6/30/02         at 6/30/02      6/30/02
Richard D. Davidson                   1,700          6,800   $         - $          -      10,929       $  1,550,772
Tyrone E. Riegel                        800          3,200   $         - $          -       3,378       $    479,261
Thomas M. O'Sullivan, Jr.               800          3,200   $         - $          -       5,996       $    850,827
Phillip J. Pacey                        800          3,200   $         - $          -       1,411       $    200,268
Michael P. O'Sullivan                   800          3,200   $         - $          -       6,176       $    876,313

                                         CHANGE  IN  CONTROL  PROTECTIONS

         O'Sullivan Holdings has termination agreements with its executive officers.  If the employment of a
protected employee is terminated by us within a period of up to 24 months after a change in control, the employee
will be entitled to receive various benefits.  The completion of the merger was a change of control for purposes of
these agreements.  These benefits include:


    1.       a cash payment equal to the current base salary and highest bonus received in the previous three years;
    2.       a cash payment equal to the bonus earned by the employee in the year of termination, calculated on a
             pro rated basis on the date of termination;
    3.       a cash payment equal to accrued and unpaid vacation pay;
    4.       a cash payment for an automobile allowance of 12 months;
    5.       continued life and health insurance coverage for up to 12 months;
    6.       a lump sum payment, adjusted for taxes, to the employee in an amount equal to the protected
             employee's unvested profit sharing account in the Savings and Profit Sharing Plan;
    7.       a cash payment based on the amount that the protected employee would have received under our
             Deferred Compensation Plan had he continued to work for O'Sullivan until he attained the age of 65;
    8.       all outstanding stock options vest and become immediately exercisable;
    9.       O'Sullivan will be required to purchase for cash any shares of unrestricted common stock and options
             for shares at the fair market value;
    10.      one year of outplacement services;
    11.      for certain executive officers, if the protected employee moves more than 20 miles from his primary
             residence in order to accept permanent employment within 36 months after leaving O'Sullivan, we will
             repurchase the employee's primary residence; and
    12.      if the executive officer is required to pay an excise tax under Section 4999 of the Internal Revenue code
             of 1986, we will pay the employee an additional amount to offset the effect of the tax.








         The agreements for certain executive officers also provide for cash payments in lieu of matching payments
under the Stock Purchase Program and the Savings and Profit Sharing Plan.  The agreements for certain executive
officers also provide that, in some circumstances, they may voluntarily leave our employment after a change in
control and receive the benefits under the protection agreements.  These circumstances include:


   o         an adverse change in the executive's status, title or duties;
   o         a reduction in the executive's salary or bonus;
   o         relocation of the executive's office to a site which is more than 20 miles from its present location;
   o         a reduction in the executive's benefit levels;
   o         the insolvency or bankruptcy of O'Sullivan; or
   o         the executive leaves the employment of O'Sullivan for any reason during the 60-day period beginning
             on the first anniversary of the change in control.

         However, for purposes of the recapitalization and merger, each of the executive officers waived his right to
receive benefits under the protection agreements in these circumstances, other than a reduction in his salary or
bonus.

         The table below sets forth the total payments that may be received by each of the named officers if these
persons are terminated during fiscal 2003, assuming the provisions of his Termination Protection Agreement were
applicable.  The values of non-cash benefits have been included on the basis of their estimated fair value.  These
amounts do not include any payments to be received for shares of O'Sullivan Holdings stock or options to acquire
O'Sullivan Holdings stock.  These amounts also do not include payments which we would make to offset the effect
of excise taxes or to purchase any officer's home.  We have assumed for this purpose that the named officers are
terminated on September 30, 2002.

         Officer                                                                                           Amount

Richard D. Davidson................................................................................... $790,363
      President and Chief Executive Officer
Tyrone E. Riegel...................................................................................... $481,394
      Executive Vice President
Thomas M. O'Sullivan, Jr.............................................................................. $378,931
      Senior Vice President-Sales
Phillip J. Pacey...................................................................................... $376,814
      Senior Vice President and Chief Financial Officer
Michael P. O'Sullivan................................................................................. $330,845
      Senior Vice President-Marketing

                                         COMPENSATION COMMITTEE INTERLOCKS
                                             AND INSIDER PARTICIPATION

      The members of O'Sullivan Holdings Compensation Committee are Harold O. Rosser and Charles A. Carroll.
No member of the Compensation Committee was an officer or employee of O'Sullivan or its subsidiaries during the
fiscal year ended June 30, 2002.  Neither was formerly an officer of O'Sullivan or any of its subsidiaries.  In
addition, no executive officer of O'Sullivan serves on the board of directors or the compensation committee of
another entity where a committee member is employed.

                                             DIRECTORS'  COMPENSATION

      Directors of O'Sullivan who are not employees or consultants of O'Sullivan Holdings, O'Sullivan or its
subsidiaries or of BRS, LLC or its affiliates are paid $2,500 per meeting (with all meetings that occur on the same
day being considered as one meeting).  The chairmen of the compensation committee and the audit committee each
receive an additional $1,000 per year if not employed by BRS, LLC or its affiliates.  Expenses of attendance at







meetings are paid by O'Sullivan.  Directors who are not employees or consultants of O'Sullivan Holdings,
O'Sullivan or BRS, LLP or its affiliates will also receive an option to purchase shares of common stock of
O'Sullivan Holdings.  Employees of O'Sullivan do not receive additional compensation for their service as a director
other than payment of expenses, if any, to attend a meeting.

Section 16(a) Beneficial Ownership Reporting Compliance

      Under the securities laws of the United States, O'Sullivan Holdings' directors, executives and any persons
holding 10% or more of Common Stock are required to report their ownership of O'Sullivan Holdings' securities and
any change in that ownership to the Securities and Exchange Commission.  Specific due dates for these reports have
been established and we are required to report in this report any failure to file by these dates during the fiscal year
ended June 30, 2002.  All of these filing requirements were satisfied by our directors and executives during fiscal
2002.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

      The following table sets forth, as of September 15, 2002, certain information with respect to the beneficial
ownership of the securities of O'Sullivan Holdings by (i) each of our directors, (ii) each of the named executives, (iii)
our executives and directors as a group and (iv) the only other owner of five percent of any class of O'Sullivan
Holdings' equity securities known to us.








                                                                                           Options to
                                                                                        Purchase Series A
                                                              Senior Preferred          Junior Preferred            Series B Junior
                                      Common Stock                 Stock                      Stock                 Preferred Stock
                               --------------------------  ----------------------    -----------------------   --------------------------
   Name of Beneficial Owner        Shares          %         Shares         %          Options        %          Shares            %
                               --------------  ----------  -----------   --------  - -----------  ----------   -----------    -----------
BRS1                                 994,9982          72.73%   -           -             -           -           442,2232             83.59%
Harold O. Rosser                     994,9982          72.73%   -           -             -           -           442,2232             83.59%
Charles A. Carroll                     2,0003           0.15%   -           -             -           -             -              -
Daniel F. O'Sullivan                   9,972            0.73% 197,681           1.20%      4,432           7.35%    -              -
Richard D. Davidson                   83,2494           6.08%  14,7074      5             10,929          18.12%   20,8394              3.94%
Tyrone E. Riegel                      22,0656           1.61% 101,806       5              3,378           5.60%    3,644          5
Thomas M. O'Sullivan, Jr.             34,9517           2.55%  23,963       5              5,996           9.94%    6,5616              1.24%
Phillip J. Pacey                      12,5497           0.92%  29,590       5              1,411           2.34%    1,722          5
Michael P. O'Sullivan                 32,1057           2.35%  32,303       5              6,176          10.24%    5,117          5
Directors and executive                                       464,046             8                               495,2958                63%
officers as a group (14                                     %
persons)                           1,298,1498          94.20                    2. 2%     52,539          87.10%                       93.
BancBoston Investments,               93,2739           6.38%   -           -             -           -            39,2739              6.91%
Inc.
      Each management participant has a business address at 1900 Gulf Street, Lamar, Missouri 64759-1899.
BRS' address is 126 East 56th Street, 29th Floor, New York, New York 10022.  Mr. Carroll's address is 2550 North
--------
                                    1The principals of BRS' general partner are Bruce C. Bruckmann, Harold O. Rosser, Stephen C. Sherrill,
Thomas J. Baldwin and Paul D. Kaminski, each of whom could be deemed to beneficially own the shares of O'Sullivan
Holdings held by BRS.
                                                                   2BRS holds 989,617 shares of common stock and 439,831 shares of Series B junior preferred stock.  BRS'
                               general partner holds 5,385 shares of common stock and 2,392 shares of Series B junior preferred stock.  All of these
                               shares of common and Series B junior preferred stock may be deemed to be beneficially owned by Harold O. Rosser,
                               a Director of O'Sullivan.
                                                                   3These shares are issuable upon the exercise of options.
                                                                   4Includes 77,533 shares of common stock, 19,054 shares of Series B junior preferred stock and 13,874 shares
                               of senior preferred stock held in a limited partnership of which Mr. Davidson and his wife are the general partners.
                               Also includes 1,700 shares of common stock issuable upon the exercise of options.
                                                                                                             5Less than one percent
                                                                   6Includes 16,423 shares of common stock and 1,503 shares of Series B junior preferred stock held in a trust
                               of which Mr. Riegel is the trustee.  Also includes 800 shares of common stock issuable upon the exercise of options.
                                                                   7Includes 800 shares of common stock issuable upon the exercise of options.
                                                                   8Includes the shares held by BRS and its general partner described in note 2.  Also includes 7,900 shares of
                               common stock issuable upon the exercise of options.  In addition, includes the partnership and trust shares described
                               in notes 4 and 6, respectively.
                                                                   9BancBoston Investments, Inc. holds warrants to purchase these shares.







Loop West, Suite 400, Houston, Texas  77092.  BancBoston Investments, Inc.'s address is 175 Federal Street, 10th
Floor, Boston, Massachusetts 02110.  BancBoston Investments, Inc. is a subsidiary of Fleet Boston Financial
Corporation, a publicly held corporation.

                                       Equity Compensation Plan Information

      The following table sets forth the number of shares issuable upon exercise of outstanding options pursuant
to O'Sullivan Holdings' 1999 Preferred Stock Option Plan, 2000 Common Stock Option Plan and 2001 Director
Common Stock Option Plan at June 30, 2002.  Each of these plans has been approved by O'Sullivan Holdings'
Board of Directors, including two directors representing BRS, the holder of 71% of O'Sullivan Holdings'
outstanding common stock.  However, none of these plans has been submitted to O'Sullivan Holdings' stockholders
for approval.  No warrants or rights are issuable pursuant to O'Sullivan Holdings' compensation plans.


                                                                   Weighted-       Number of securities remaining
                                         Number of securities       average         available for future issuance
                                           to be issued upon    exercise price     under equity compensation plans
     Equity compensation plans not            exercise of       of outstanding   (excluding securities reflected in
     approved by security holders         outstanding options       options                second column)
Common Stock                                             82,100               $1.90                            14,718
Series A Junior Preferred Stock                          60,319              $50.00                                 -

Item 13.  Certain Relationships and Related Transactions.

      During fiscal 2002 through October 29, 2001, Casey O'Sullivan, a son of Daniel F. O'Sullivan, worked as a
salesman for Bennett Packaging, which provides O'Sullivan corrugated boxes for its products.  Bennett Packaging
has long been one of O'Sullivan's suppliers; O'Sullivan paid Bennett $1.4 million from July 1, 2001 through October
29, 2001.  Bennett remains a supplier to O'Sullivan.  In November 2001, Casey O'Sullivan commenced work at Sun
Container, another pre-existing supplier of corrugated boxes to O'Sullivan.  From November 2001 through June 30,
2002, O'Sullivan paid Sun $2.2 million for corrugated boxes.  We have followed the practice of awarding purchase
orders for cartons for a model to the lowest bidder for the carton.  Mr. Casey O'Sullivan's relationships with Bennett
and Sun have been approved pursuant to O'Sullivan's conflict of interest policy.

      Ryan Fullerton, a son-in-law of E. Thomas Riegel, also works for Sun Container, although he does not call
on O'Sullivan.  During fiscal 2002, O'Sullivan paid Sun $3.3 million.  This relationship has been approved pursuant
to O'Sullivan's conflict of interest policy.

      In connection with the November 1999 recapitalization and merger, O'Sullivan Holdings loaned Stuart D.
Schotte, Vice President-Supply Chain Management, $256,831 to purchase O'Sullivan Holdings common stock and
Series B junior preferred stock.  The loan bears interest at 9% per annum simple interest and is payable on
November 30, 2009 or earlier if there is a change in control of O'Sullivan Holdings.  The note is with full recourse
to Mr. Schotte.  During the fiscal year ended June 30, 2002, the largest amount outstanding under the note, including
principal and interest, was $308,343; the amount outstanding at September 1, 2002, was $293,590 including
principal and interest.

BRS, LLC Transaction Fees

      BRS, LLC provided various advisory services to us related to the recapitalization and merger.  These
services included arranging and negotiating the financing of the recapitalization and merger, arranging and
structuring the transaction, including forming OSI, planning its capital structure, planning O'Sullivan Holdings'
capital structure and related services.  For these services, BRS, LLC received a transaction fee of $4.0 million plus
$62,000 in expenses upon completion of the recapitalization and merger.








      BRS also provided $15.0 million of financing pursuant to a securities purchase agreement with O'Sullivan
Holdings.  BRS received a transaction fee of $300,000 in connection with its provision of this financing.  BRS
subsequently sold the securities it acquired under this agreement to BancBoston Investments, Inc.

BRS, LLC Management Services Agreement

      In connection with the merger, we entered into a management services agreement with BRS, LLC.  Under
the terms of this agreement, BRS, LLC provides:


          o          general management services;
          o          assistance with the negotiation and analysis of financial alternatives; and
          o          other services agreed upon by BRS, LLC.

In exchange for these services, BRS, LLC will earn an annual fee equal to the greater of:


          o          1.0% of our annual consolidated cash flow (as defined in the indenture related to our senior
                     subordinated notes); or
          o          $300,000.

      In addition to certain restrictions on the payment of the management fee contained in the senior credit
facility, the management services agreement contains certain restrictions on the payment of that fee.  The
management services agreement, among other things, provides that no cash payment of the management fee will be
made unless the fixed charge coverage ratio (as defined in the indenture related to our senior subordinated notes) for
our most recently ended four full fiscal quarters for which internal financial statements are available to management
immediately preceding the date when the management fee is to be paid is at least 2.0 to 1.  The management services
agreement also provides that the payment of all fees and other obligations under the management services agreement
will be subordinated to the prior payment in full in cash of all interest, principal and other obligations on our senior
subordinated notes in the event of a bankruptcy, liquidation or winding-up of O'Sullivan Industries.

      Pursuant to the management services agreement, we paid BRS, LLC $1,017,817 in the first quarter of fiscal
2003, representing payments of $206,150 for the remaining portion of the fee for fiscal 2001, the $459,890 payment
for the fiscal 2002 fee, expenses of $47,216 for periods through fiscal 2002 and $304,561 as a prepayment of the
fees and expenses for the first six months of fiscal 2003.

Severance Agreement

      In October 1998, O'Sullivan Holdings entered into a Retirement and Consulting Agreement, Release and
Waiver of Claims with Daniel F. O'Sullivan.  Under the retirement agreement, as amended in May 1999,
Mr. O'Sullivan resigned as Chief Executive Officer in October 1998 and retired as an executive on March 31, 2000.
O'Sullivan Holdings agreed to pay Mr. O'Sullivan $42,160 per month for 36 months after his retirement and then to
pay him $11,458 per month until he reaches age 65.  Payments under Mr. O'Sullivan's retirement and consulting
agreement amount to an aggregate of $2.2 million and a present value of approximately $1.9 million.  During this
period, Mr. O'Sullivan is required to provide consulting, marketing and promotional services with respect to our
manufacturing activities and relations with major customers, if requested by us, from time to time.  Mr. O'Sullivan
has agreed not to compete with us during the period he is a consultant.  O'Sullivan Holdings will also provide Mr.
O'Sullivan with health insurance during the term of the agreement and thereafter until he becomes eligible for
Medicare and life insurance during the term of the agreement.









                                                      PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)(1)   Financial Statements

         The following consolidated statements of O'Sullivan Industries, Inc. and subsidiaries are filed as part of this
report:

        Report of Independent Accountants....................................................................    38
        Consolidated Balance Sheets as of June 30, 2002 and 2001.............................................    39
        Consolidated Statements of Operations for each of the three years in the period ended June 30, 2002      40
        Consolidated Statements of Cash Flows for each of the three years in the period ended June 30, 2002..    41
        Consolidated Statements of Changes in Stockholder's Equity (Deficit) for each of the three years in t
        period ended June 30, 2002...........................................................................he  42
        Notes to Consolidated Financial Statements...........................................................    43

(a)(2)   Financial Statements Schedules

         Schedules have been omitted because they are not required or are not applicable or the information required
to be set forth therein either is not material or is included in the financial statements or notes thereto.

(a)(3)   Exhibits:

         A list of exhibits required to be filed as part of this report is set forth in the Index to Exhibits, which
immediately precedes such exhibits, and is incorporated herein by reference.

(b)      Reports on Form 8-K

         None






                                                    SIGNATURES

         Pursuant to the requirements of Sections 13 and 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 29th day of August, 2003.

                                                     O'SULLIVAN  INDUSTRIES, INC.


                                                     By                          /s/ Richard D. Davidson
                                                                               Richard D. Davidson
                                                                      President and Chief Executive Officer









                                                   CERTIFICATION

         I, Richard D. Davidson, certify that:

1.       I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of O'Sullivan Industries, Inc.

2.       Based on my knowledge, this annual report, as amended, 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; and

3.       Based on my knowledge, the financial statements, and other financial information included in this annual
report, as amended, 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.




Date:    August 29, 2003                                                        -----------------------------------------------------
         /s/ Richard D. Davidson
                                                                               Richard D. Davidson
                                                                      President and Chief Executive Officer







                                                   CERTIFICATION

         I, Phillip J. Pacey, certify that:

1.       I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of O'Sullivan Industries, Inc.

2.       Based on my knowledge, this annual report, as amended, 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; and

3.       Based on my knowledge, the financial statements, and other financial information included in this annual
report, as amended, 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.





Date:    August 29, 2003                                                         -----------------------------------------------------
         /s/ Phillip J. Pacey
                                                                                Phillip J. Pacey
                                                                             Senior Vice President
                                                                           and Chief Financial Officer










                                                  INDEX TO EXHIBITS
   Exhibit                                             Description                                             Page
     No.                                                                                                        No.
2.1            Amended and Restated Agreement of Merger dated as of October 18, 1999 by and among
               OSI Acquisition, Inc. and O'Sullivan Holdings (incorporated by reference to Appendix A
               to Proxy Statement /Prospectus included in Registration Statement on Form S-4
               (File No. 333-81631))
3.1 &          Certificate of Incorporation of O'Sullivan (incorporated by reference to Exhibit 3.1 to
4.1            Registration Statement on Form S-4 (File No. 333-31282))
3.2 &          By-laws of O'Sullivan (incorporated by reference to Exhibit 3.2 to Registration Statement
4.2            on Form S-4 (File No. 333-31282))
4.3            Indenture dated as of November 30, 1999 by and among O'Sullivan Industries, O'Sullivan
               Industries - Virginia as Guarantor and the Norwest Bank of Minnesota, National
               Association, as Trustee (incorporated by reference to Exhibit 4.4 to Quarterly Report on
               Form 10-Q of O'Sullivan Holdings for the quarter ended December 31, 1999
               (File No. 0-28493))
4.4            Warrant Agreement dated as of November 30, 1999 between O'Sullivan Holdings and
               Norwest Bank Minnesota, National Association, as Warrant Agent, relating to warrants to
               purchase 39,273 shares of O'Sullivan Holdings Series B junior preferred stock, including
               form of warrant certificate (incorporated by reference to Exhibit 4.5 to Quarterly Report on
               Form 10-Q of O'Sullivan Holdings for the quarter ended December 31, 1999
               (File No. 0-28493))
4.5            Warrant Agreement dated as of November 30, 1999 between O'Sullivan Holdings and
               Norwest Bank Minnesota, National Association, as Warrant Agent, relating to warrants to
               purchase 93,273 shares of O'Sullivan Holdings common stock, including form of warrant
               certificate (incorporated by reference to Exhibit 4.6 to Quarterly Report on Form 10-Q of
               O'Sullivan Holdings for the quarter ended December 31, 1999 (File No. 0-28493))
             9 Stockholders Agreement dated November 30, 1999 by and among O'Sullivan Holdings,
               Bruckmann, Rosser, Sherrill & Co. II L.P., each of the persons executing an investor or
               executive signature page thereto and each of the warrant holders executing a warrant holder
               signature page attached thereto and such other persons acquiring a warrant after the date
               thereof (incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q of
               O'Sullivan Holdings for the quarter ended December 31, 1999 (File No. 0-28493))
            10.Debt Registration Rights Agreement dated as of November 30, 1999 by and among
               O'Sullivan Industries, Lehman Brothers and O'Sullivan Industries - Virginia as guarantor
               (incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-4 (File No.
               333-31282))
*10.2          Stock Purchase Agreement dated as of November 30, 1999 by and among Bruckmann,
               Rosser, Sherrill & Co. II, L.P. and the individuals whose names appear on the signature
               pages attached thereto (incorporated by reference to Exhibit 10.2 to Registration Statement
               on Form S-4 (File No. 333-31282))
10.3           Unit Agreement dated as of November 30, 1999 by and among O'Sullivan Industries,
               O'Sullivan Holdings, O'Sullivan Industries - Virginia and Norwest Bank of Minnesota,
               National Association (incorporated by reference to Exhibit 10.3 to Registration Statement
               on Form S-4 (File No. 333-31282))








   Exhibit                                             Description                                             Page
10.4           Credit Agreement dated as of November 30, 1999 by and among O'Sullivan Industries,
               O'Sullivan Holdings, Lehman Brothers Inc. and Lehman Commercial Paper, Inc.
               (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q of O'Sullivan
               Holdings for the quarter ended December 31, 1999 (File No. 0-02843))
10.4a          First Amendment to Credit Agreement, effective as of November 30, 1999 (incorporated
               by reference to Exhibit 10.4a to Amendment No. 2 to Registration Statement on Form S-4
               (File No. 333-31282))
10.4b          Second Amendment to Credit Agreement dated as of January 25, 2001 (incorporated by
               reference to Exhibit 10.1 to Quarterly Report on Form 10-Q of O'Sullivan Holdings for the
               quarter ended December 31, 2000 (File No. 0-28493))
10.4c          Third Amendment to Credit Agreement dated as of May 15, 2002 (incorporated by
               reference to Exhibit 10.4c to Annual Report on Form 10-K of O'Sullivan Holdings for the
               fiscal year ended June 30, 2002 (File No. 0-28493))
10.5           Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
               dated as of November 30, 1999 from O'Sullivan Industries to the trustee named therein for
               the benefit of Lehman Brothers Inc., Lehman Commercial Paper, Inc. and the several
               lenders and financial institutions which become parties thereto from time to time
               (incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-4
               (File No. 333-31282))
10.6           Guarantee and Collateral Agreement dated as of November 30, 1999 by and among
               O'Sullivan Industries, O'Sullivan Holdings, O'Sullivan Industries - Virginia, and Lehman
               Commercial Paper, Inc. (incorporated by reference to Exhibit 10.6 to Registration
               Statement on Form S-4 (File No. 333-31282))
10.7           Intellectual Property Security Agreement dated as of November 30, 1999 by and among
               O'Sullivan Industries and Lehman Commercial Paper, Inc. (incorporated by reference to
               Exhibit 10.7 to Registration Statement on Form S-4 (File No. 333-31282))
10.8           Intercompany Subordinated Demand Promissory Note dated as of November 30, 1999 by
               and among O'Sullivan Industries and O'Sullivan Industries - Virginia (incorporated by
               reference to Exhibit 10.8 to Registration Statement on Form S-4 (File No. 333-31282))
*10.9          Management Stock Agreement dated November 30, 1999 by and among O'Sullivan
               Holdings, Bruckmann, Rosser, Sherrill & Co. II, L.P., and the individuals whose signatures
               appear on the signature pages thereto (incorporated by reference to Exhibit 10.7 to
               Quarterly Report on Form 10-Q of O'Sullivan Holdings for the quarter ended December 31,
               1999 (File No. 0-28493))
           *10.Subscription Agreement dated November 30, 1999 by and among OSI Acquisition, Inc.,
               Bruckmann, Rosser, Sherrill & Co. II, L.P. and the individuals whose signatures appear on
               the signature pages thereto (incorporated by reference to Exhibit 10.10 to Registration
               Statement on Form S-4 (File No. 333-31282))
           *10.O'Sullivan Holdings Common Stock Option Plan (incorporated by reference to
               Exhibit 10.11 to Registration Statement on Form S-4 (File No. 333-31282))
           *10.First Amendment to Common Stock Option Plan (incorporated by reference to Exhibit 10.2
               to Quarterly Report on Form 10-Q of O'Sullivan Holdings for the quarter ended March 31,
               2001 (File No. 0-28493))








   Exhibit                                             Description                                             Page
           *10.Form of Common Stock Option Agreement (incorporated by reference to Exhibit 10.12 to
               Annual Report on Form 10-K of O'Sullivan Holdings for the year ended June 30, 2000
               (File No. 0-28493))
*10.13         O'Sullivan Holdings Preferred Stock Option Plan (incorporated by reference to
               Exhibit 10.3 to Quarterly Report on Form 10-Q of O'Sullivan Holdings for the quarter
               ended December 31, 1999 (File No. 0-28493))
*10.14         Form of Preferred Stock Option Agreement dated November 30, 1999 (incorporated by
               reference to Exhibit 10.4 to Quarterly Report on Form 10-Q of O'Sullivan Holdings for the
               quarter ended December 31, 1999 (File No. 0-28493))
*10.15         Registration Rights Agreement dated November 30, 1999 by and among O'Sullivan
               Holdings, Bruckmann, Rosser, Sherrill & Co. II, L.P. and the individuals who executed
               executive signature pages or warrant holder signature pages or acquired warrants after
               execution of the signature pages attached thereto (incorporated by reference to Exhibit 10.6
               to Quarterly Report on Form 10-Q of O'Sullivan Holdings for the quarter ended December
               31, 1999 (File No. 0-28493))
*10.16         Agreement and Acknowledgment of Optionee dated November 30, 1999 by and among
               O'Sullivan Holdings and each of the individuals who executed an individual signature page
               thereto (incorporated by reference to Exhibit 10.15 to Registration Statement on Form S-4
               (File No. 333-31282))
*10.17         Form of Election to Roll Shares dated November 30, 1999 by and among O'Sullivan
               Holdings and each of the individuals who executed an individual signature page thereto
               (incorporated by reference to Exhibit 10.16 to Registration Statement on Form S-4
               (File No. 333-31282))
*10.18         Management Services Agreement dated November 30, 1999 by and among O'Sullivan
               Holdings and Bruckmann, Rosser, Sherrill & Co. II, L.P. (incorporated by reference to
               Exhibit 10.2 to Quarterly Report on Form 10-Q of O'Sullivan Holdings for the quarter
               ended December 31, 1999 (File No. 0-28493))
*10.19         Form of Amended and Restated Termination Protection Agreement between O'Sullivan
               Holdings and certain members of management (incorporated by reference to Exhibit 10.2
               to Quarterly Report on Form 10-Q of O'Sullivan Holdings for the quarter ended March 31,
               1996 (File No. 1-12754))
*10.20         Form of Termination Protection Agreement between O'Sullivan Holdings and certain
               members of management (incorporated by reference to Exhibit 10.3 to Annual Report on
               Form 10-K of O'Sullivan Holdings for the year ended June 30, 1999 (File No. 1-12754))
*10.21         O'Sullivan Holdings Deferred Compensation Plan (the "DCP") (incorporated by reference
               to Exhibit 10.2 to Quarterly Report on Form 10-Q of O'Sullivan Holdings for the quarter
               ended March 31, 1997 (File No. 1-12754))
*10.21a        First Amendment to the DCP (incorporated by reference to Exhibit 10.4a to Annual Report
               on Form 10-K of O'Sullivan Holdings for the year ended June 30, 1997 (File No. 1-12754))
*10.21b        Second Amendment to the DCP (incorporated by reference to Exhibit 10.20b to
               Registration Statement on Form S-4 (File No. 333-31282))








   Exhibit                                             Description                                             Page
*10.21c        Third Amendment to the DCP (incorporated by reference to Exhibit 10.21c to Annual
               Report on Form 10-K of O'Sullivan Holdings for the year ended June 30, 2000 (File No. 0 -
                28493))
10.22          Amended and Restated Tax Sharing and Tax Reimbursement Agreement dated as of
               June 19, 1997 between O'Sullivan Holdings and RadioShack Corporation and
               TE Electronics Inc. (incorporated by reference to Exhibit 10.5 to Annual Report on
               Form 10-K of O'Sullivan Holdings for the year ended June 30, 1997 (File No. 1-12754))
10.22a         Settlement Agreement between O'Sullivan Holdings and RadioShack dated May 13, 2002
               (incorporated by reference to Exhibit 10.22a to Annual Report on Form 10-K of O'Sullivan
               Holdings for the year ended June 30, 2002 (File No. 0-28493))
*10.23         Form of Indemnity Agreement between O'Sullivan Holdings and certain directors and
               officers (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to Registration
               Statement on Form S-1 (File No. 33-72120))
*10.24         Retirement and Consulting Agreement, Release and Waiver of Claims between O'Sullivan
               Holdings and Daniel F. O'Sullivan dated October 16, 1998 (incorporated by reference to
               Exhibit 10 to Quarterly Report on Form 10-Q of O'Sullivan Holdings for the quarter ended
               September 30, 1998 (File No. 1-12754))
*10.24a        Amendment to Retirement Agreement dated as of May 16, 1999 between O'Sullivan
               Holdings and Daniel F. O'Sullivan (incorporated by reference to Exhibit 10.9a to Annual
               Report on Form 10-K of O'Sullivan Holdings for the year ended June 30, 1999 (File No. 1-
               12754))
*10.25         Description of O'Sullivan Holdings' annual incentive compensation plan (incorporated by
               reference to Exhibit 10.13 to Annual Report on Form 10-K of O'Sullivan Holdings for the
               year ended June 30, 1999 (File No. 1-12754))
10.26          Schedule of outside director fees (incorporated by reference to Exhibit 10.1 to Quarterly
               Report on Form 10-Q of O'Sullivan Holdings for the quarter ended December 31, 2001
               (File No. 0-28493))
*10.27         O'Sullivan Industries Holdings, Inc. 2001 Director Common Stock Option Plan
               (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q of O'Sullivan
               Holdings for the quarter ended December 31, 2001 (File No. 0-28493))
*10.28         Form of Director Common Stock Option Agreement (incorporated by reference to Exhibit
               10.3 to Quarterly Report on Form 10-Q of O'Sullivan Holdings for the quarter ended
               December 31, 2001 (File No. 0-28493))
*10.29         O'Sullivan Industries Holdings, Inc. Amended and Restated Savings and Profit Sharing
               Plan (incorporated by reference to Exhibit 10.29 to Annual Report on Form 10-K of
               O'Sullivan Holdings for the year ended June 30, 2002 (File No. 0-28493))
21             Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to Annual Report on
               Form 10-K for the year ended June 30, 2002 (File No. 333-31282))
99.1           Certificate of chief executive officer under Section 906 of the Sarbanes-Oxley Act of 2002           85
99.2           Certificate of chief financial officer under Section 906 of the Sarbanes-Oxley Act of 2002           86

------------------------------------








         *        Each of these exhibits is a "management contract or compensatory plan or arrangement."

         Pursuant to item 601(b)(4)(iii) of Regulation S-K, O'Sullivan has not filed agreements relating to certain
long-term debt of O'Sullivan aggregating $10 million.  O'Sullivan agrees to furnish the Securities and Exchange
Commission a copy of such agreements upon request.`