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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549




Form 10-K/A
(AMENDMENT NO. 1)

|  |  |                                                                                                                                             
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|X |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934                                                        
| 
|  |  | For The Fiscal Year Ended June 30, 2003                                                                                                     
| 
| 
| 
| 
|  |  | or                                                                                                                                          
| 
| 
| 
| 
|  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                  TO

Commission File Number 0-5888

WAXMAN INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

|                                         |  |                                        
|---------------------------------------- |  | ---------------------------------------
|Delaware                                 |  | 34-0899894                             
|(State of Incorporation)                 |  | (I.R.S. Employer Identification Number)
|                                        
|24460 Aurora Road,Bedford Heights, Ohio  |  | 44146                                  
|(Address of Principal Executive Offices) |  | (Zip Code)                             

(440) 439-1830
(Registrants Telephone Number Including Area Code)

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

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value

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 ninety (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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

Yes
 No X

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrants most recently completed
second fiscal quarter. $4,603,000

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. X

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|                                                 |                                                                                                         |  |  |  |  |  |  | 
|------------------------------------------------ | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Form 10-K/A (AMENDMENT NO. 1)                   
|EXPLANATORY NOTE                                
|PART III                                        
|                                                 | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                            
|                                                 | ITEM 11. EXECUTIVE COMPENSATION                                                                        
|                                                 | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|                                                 | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                
|                                                 | ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                        
|SIGNATURES                                      
|Exhibit Index                                   
|Exhibit 31.1 Cert of Co-Chief Executive Officer 
|Exhibit 31.2 Cert of Co-Chief Executive Officer 
|Exhibit 31.3 Cert of Chief Financial Officer    
|Exhibit 32.2 Certification Pursuant to 18 U.S.C.



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|                                                                    |  |                      |  |           | 
|------------------------------------------------------------------- |  | -------------------- |  | --------- | 
|Number of shares of Common Stock outstanding as of August 20, 2003: | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |  | Common Stock         |  | 1,003,990 | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |  | Class B Common Stock |  | 214,189   | 




EXPLANATORY NOTE

This Form 10-K/A (Amendment No. 1) amends the Registrants Annual Report
on Form 10-K for the fiscal year ended June 30, 2003, which was originally
filed on September 3, 2003, in order to furnish the information required by
Part III of this Annual Report on Form 10-K.

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PART III




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following is a list of the directors and executive officers of the
Company and a brief description of their business experience.

|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name, Age and                                                          
|Positions with the Company                                              |  | Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                       
|Melvin Waxman, 69
Chairman of the Board and Co-
Chief Executive Officer |  | Mr. Melvin Waxman has been a Chief Executive
Officer of the Company for over 20 years, a
director of the Company since 1962 and Chairman
of the Board of the Company since August 1976
(Co-Chairman from June 1995 to April 1996). Mr.
Waxman was the Chairman of the Board of Barnett
Inc. (Barnett), formerly a wholly-owned
subsidiary of the Company, until the Company
sold its Barnett stock on September 27, 2000.                                                                                                                                               
|                                                                       
|Armond Waxman, 64
President, Co-Chief Executive
Officer and Director    |  | Mr. Armond Waxman has been the President and
Treasurer of the Company since August 1976 and
Co-Chief Executive Officer since June 1995. Mr.
Waxman has been a director of the Company since
1962. Mr. Waxman was the Vice-Chairman of the
Board of Barnett until the Company sold its
Barnett stock on September 27, 2000.                                                                                                                                                                                                                                                
|                                                                       
|Laurence S. Waxman, 46
Executive Vice President and
Director            |  | Mr. Laurence Waxman was elected Executive Vice
President in August 2002 and had been Senior
Vice President of the Company since November
1993. He is also President of Waxman Consumer
Products Group, Inc. (Consumer Products), a
wholly-owned subsidiary of the Company, a
position he has held since 1988. Mr. Waxman
joined the Company in 1981. Mr. Waxman was
appointed to the board of directors of the
Company in July 1996.                                                                                                                                    
|                                                                       
|John S. Peters, 55
Director                                             |  | Mr. Peters is the Chairman and Chief Executive
Officer of Handl-it, Inc., a logistics,
distribution services and packaging business Mr.
Peters founded in 1992. Mr. Peters was the
Senior Vice President  Operations of the
Company from 1988 until September 1997 and
served the Company in other executive capacities
since October 1974. Mr. Peters resigned as a
full time employee in September 1997 due to the
growth of Handl-it, but has provided certain
consulting services to the Company since that
date. Mr. Peters was elected as a director in
March 2000.
|                                                                       
|Irving Z. Friedman, 71
Director                                         |  | Mr. Friedman is a shareholder and Treasurer of
Furniture Services Industry, Inc., a company
that provides fabric and leather protection
products to the furniture industry. He is also a
certified public accountant and from 1981
through 2001 was a partner with the firm of
Krasney Polk Friedman & Fishman. Mr. Friedman
has been a director of the Company since 1989
and is the chairman of the Companys Audit
Committee and Compensation and Stock Option
Committee.                                                                                              

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|                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name, Age and                                                    
|Positions with the Company                                        |  | Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                 
|Judy Robins, 54
Director                                          |  | Mrs. Robins has been a director of the Company
since 1980. Mrs. Robins has owned and operated
an interior design business for more than the
past five years. Mrs. Robins is the sister of
Messrs. Melvin and Armond Waxman and the wife of
the Secretary of the Company. Until August 2002,
Mrs. Robins served on the Companys Audit
Committee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                 
|Mark Reichenbaum, 52
Director                                     |  | Mr. Reichenbaum is the President of HAJA Capital
Corporation, an investment firm and Co-Chairman
of Clean Rite Center LLC, a retail chain of
laundry service super stores with locations
around New York. Until October 1997, Mr.
Reichenbaum was the President of Medo
Industries, Inc., a large manufacturer and
distributor of automotive air fresheners
worldwide, which was sold to Quaker State
Corporation in 1996. Mr. Reichenbaum is a
director of Urecoats Industries Inc., a
developer, manufacturer and marketer of
comprehensive weatherproofing products and
solutions for the construction and building
products industries. Mr. Reichenbaum has been a
director of the Company since 2001 and is a
member of the Companys Audit Committee                                                                                                                                        
|                                                                 
|Todd Waxman, 38
Director                                          |  | Mr. Todd Waxman is the President of North Park
Real Estate Group, a real estate development and
management company. Mr. Todd Waxman is the son
of Mr. Armond Waxman and became a director of
the Company in May 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                 
|Mark Wester, 48
Senior Vice President and
Chief Financial Officer |  | Mr. Wester joined the Company in October 1996 as
Corporate Controller and in January 1997 became
the Vice President-Finance. In April 1997, Mr.
Wester became the Chief Financial Officer of the
Company, and in May 2002, he became a Senior
Vice President and Chief Financial Officer. Mr.
Wester provided consulting services to the
Company from May 1996 through September 1996.
From March 1992 to April 1996, Mr. Wester was a
limited partner with a privately owned
telecommunications company, Capital
Communications Cooperative, and the Chief
Financial Officer of Progressive Communications
Technologies. From 1978 to 1992, Mr. Wester was
employed by The Fairchild Corporation (formerly,
Banner Industries, Inc.), where he held several
positions during his tenure, including Vice
President and Corporate Controller. Mr. Wester
is an inactive certified public accountant
|                                                                 
|Patrick Ferrante, 46
Vice President  Operations                  |  | Mr. Ferrante joined the Company in September
1985 as the Accounting Manager for one of the
Companys business units, and held the
Controller and VP  Controller positions until
joining the Corporate office as Director 
Corporate Accounting in March 1990. Mr. Ferrante
became the Operational Controller in July 1994,
Vice President in March 1997 and Vice President
 Operations in June 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Legal Proceedings

No director or executive officer of the Company is party to any material
pending legal proceeding.

Section 16(a) Beneficial Ownership Reporting Compliance

The Company is required to identify any officer, director or beneficial
owner of more than 10% of the Companys equity securities who failed to timely
file with the Securities and Exchange Commission a required report relating to
ownership and changes in ownership of the Companys equity securities. Based

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on material provided to the Company by such officers, directors and beneficial
owners of more than 10% of the Companys equity securities, the Company
believes that during the fiscal year ended June 30, 2003, there was compliance
with all such filing requirements.




ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the cash compensation paid for services
rendered during fiscal 2003 to the Co-Chief Executive Officers and the three
other most highly compensated executive officers of the Company:

Summary Compensation Table

|                            |  |      |      |            |  |                         |         |                        |  |         |         |  |  |            |        |              |  |  |         | 
|--------------------------- |  | ---- | ---- | ---------- |  | ----------------------- | ------- | ---------------------- |  | ------- | ------- |  |  | ---------- | ------ | ------------ |  |  | ------- | 
|                            |  |      |      |            |  | Annual Compensation (1) |         | Long Term Compensation
|                            |  |      |      |            |  |                         |         |                       
|                            |  |      |      |            |  |                         |         |                        |  |         |         |  |  | Securities |        | All Other   
|                            |  |      |      |            |  |                         |         |                        |  |         |         |  |  | Underlying |        | Compensation
|Name and Principal Position |  | Year |      | Salary ($) |  | Bonus ($) (2)           |         | Options # (3)          |  | ($) (4)
|                            |  |      |      |            |  |                         |         |                        |  |        
|Melvin Waxman               |  |      | 2003 |            |  |                         | 316,956 |                        |  |         | 26,000  |  |  |            | 50,000 |              |  |  | 64,897  | 
|Chairman of the Board and   |  |      | 2002 |            |  |                         | 287,475 |                        |  |         |        |  |  |            |       |              |  |  | 133,941 | 
|Co-Chief Executive Officer  |  |      | 2001 |            |  |                         | 293,154 |                        |  |         |        |  |  |            |       |              |  |  | 126,362 | 
|                           
|                           
|                           
|                           
|Armond Waxman               |  |      | 2003 |            |  |                         | 347,657 |                        |  |         | 97,000  |  |  |            | 50,000 |              |  |  | 138,132 | 
|President and Co-Chief      |  |      | 2002 |            |  |                         | 301,984 |                        |  |         | 75,000  |  |  |            |       |              |  |  | 247,026 | 
|Executive Officer           |  |      | 2001 |            |  |                         | 318,270 |                        |  |         |        |  |  |            |       |              |  |  | 138,752 | 
|                           
|                           
|                           
|                           
|Laurence Waxman             |  |      | 2003 |            |  |                         | 276,000 |                        |  |         | 110,000 |  |  |            | 30,000 |              |  |  | 42,266  | 
|Senior Vice President       |  |      | 2002 |            |  |                         | 250,904 |                        |  |         | 100,000 |  |  |            |       |              |  |  | 53,648  | 
|                            |  |      | 2001 |            |  |                         | 200,000 |                        |  |         |        |  |  |            |       |              |  |  | 33,685  | 
|                           
|                           
|                           
|                           
|Mark Wester                 |  |      | 2003 |            |  |                         | 143,978 |                        |  |         | 28,000  |  |  |            | 5,500  |              |  |  | 3,850   | 
|Senior Vice President and   |  |      | 2002 |            |  |                         | 128,893 |                        |  |         |        |  |  |            |       |              |  |  | 5,145   | 
|Chief Financial Officer     |  |      | 2001 |            |  |                         | 128,000 |                        |  |         | 100,000 |  |  |            |       |              |  |  | 5,221   | 
|                           
|                           
|                           
|                           
|Patrick Ferrante            |  |      | 2003 |            |  |                         | 100,700 |                        |  |         | 20,000  |  |  |            | 2,750  |              |  |  | 588     | 
|Vice President  Operations |  |      | 2002 |            |  |                         | 101,332 |                        |  |         |        |  |  |            |       |              |  |  |        | 
|                            |  |      | 2001 |            |  |                         | 83,529  |                        |  |         | 25,000  |  |  |            |       |              |  |  |        | 



|(1) |  | Certain executive officers received compensation in fiscal 2003, 2002 and
2001 in the form of perquisites, the amount of which does not exceed
reporting thresholds.                                                                                                                                                                                                                                                                                          
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | The executive officers named in the Summary Compensation Table received
their bonuses under the Companys Profit Incentive Plan. Messrs. Armond
and Melvin Waxman received their bonuses at the discretion of the
Compensation and Stock Option Committee.                                                                                                                                                                                                    
|   
|   
|   
|   
|(3) |  | Represents fully vested stock options that were granted in July 2002 to
replace stock options that had been voluntarily terminated by the option
holders in January 2002. These options are exercisable at a per share
price of $5.91 (equivalent to the fair market value of the underlying
Common Stock on the date of the grant). At June 30, 2003, the price of the
Companys stock was $4.00 per share and none of the options granted were
in-the-money.
|   
|   
|   
|   
|(4) |  | Amounts principally represent premiums on split-dollar life insurance
policies, other insurances, medical expense reimbursement and the cost of
providing an automobile to certain executives.                                                                                                                                                                                                                                                                

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Stock Option Grants

In December 2002, the Companys stockholders approved the 2002 Stock
Incentive Plan at the Companys 2002 Annual Meeting of Stockholders. In July
2003, the Company granted 176,655 stock options under the 2002 Stock Incentive
Plan in replacement of stock options that had been issued under the Companys
1992 Non-Qualified and Incentive Stock Option Plan and 1994 Non-Employee
Directors Stock Option Plan and that were terminated in January 2002. Such new
options were granted at a per share exercise price of $5.91 (equivalent to the
fair market value of the underlying Common Stock on the date of the grant), all
of which are currently outstanding, and none of which have been exercised or
cancelled.

The following table shows all individual grants of stock options to the
Executive Officers named in the Summary Compensation Table during the fiscal
year ended June 30, 2003.

Option Grants in Last Fiscal Year

|                 |  |                     |        |                    |  |             |       |            |  |    |      |                                  |  |  |         |  |  |                               |         |  |  |   |         | 
|---------------- |  | ------------------- | ------ | ------------------ |  | ----------- | ----- | ---------- |  | -- | ---- | -------------------------------- |  |  | ------- |  |  | ----------------------------- | ------- |  |  | - | ------- | 
|                 |  |                     |        |                    |  |             |       |            |  |    |      |                                  |  |  |         |  |  | Potential Realizable Value at
|                 |  | Number of           |        | % of Total Options |  | Exercise    |       |            |  |    |      | Assumed Rates of Stock Price    
|                 |  | Securities          |        | Granted to         |  | or Base     |       |            |  |    |      | Appreciation for Option Term (2)
|                 |  | Underlying the      |        | Employees in       |  | Price       |       | Expiration |  |   
|Name             |  | Options Granted (1) |        | Fiscal Year        |  | ($ / share) |       | Date       |  | 5% |      | 10%                             
|                 |  |                     |        |                    |  |             |       |           
|Melvin Waxman    |  |                     | 50,000 |                    |  |             | 28.30 | %          |  | $  | 5.91 |                                  |  |  | 7/08/13 |  |  | $                             | 185,838 |  |  | $ | 470,951 | 
|                
|                
|                
|                
|Armond Waxman    |  |                     | 50,000 |                    |  |             | 28.30 | %          |  | $  | 5.91 |                                  |  |  | 7/08/13 |  |  | $                             | 185,838 |  |  | $ | 470,951 | 
|                
|                
|                
|                
|Laurence Waxman  |  |                     | 30,000 |                    |  |             | 16.98 | %          |  | $  | 5.91 |                                  |  |  | 7/08/13 |  |  | $                             | 111,503 |  |  | $ | 282,571 | 
|                
|                
|                
|                
|Mark Wester      |  |                     | 5,500  |                    |  |             | 3.11  | %          |  | $  | 5.91 |                                  |  |  | 7/08/13 |  |  | $                             | 20,442  |  |  | $ | 51,805  | 
|                
|                
|                
|                
|Patrick Ferrante |  |                     | 2,750  |                    |  |             | 1.56  | %          |  | $  | 5.91 |                                  |  |  | 7/08/13 |  |  | $                             | 10,221  |  |  | $ | 25,902  | 



|(1) |  | In a transaction approved by stockholders at the Companys 2002
Annual Meeting, the options were granted on July 10, 2003 at the fair
market value on the date of grant in replacement for equity-based
awards voluntarily terminated by the optionees in January 2002 (more
than six months from the date of grant). All options expire 10 years
from the date of grant and were fully vested at the date of grant
because the equity-based awards were fully vested at the time they were
voluntarily terminated by the optionees.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | As required by SEC rules and regulations, potential realizable
values are based on the assumption that the Common Stock price
appreciates at the annual rates shown compounded annually from the date
of grant until the end of the ten-year option term and are not intended
to forecast appreciation in stock price. The Companys Common Stock
price at the end of the ten-year term based on a 5% and 10% annual
appreciation would be $9.63 per share and $15.33 per share,
respectively.                                      

Stock Option Exercises

The following tables set forth information with respect to (i) the number
of unexercised options held by each of the Executive Officers named in the
Summary Compensation Table who held options as of June 30, 2003 and (ii) the
value of unexercised in-the-money options held by such persons as of June 30,
2003:

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Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values

|                 |  |              |   |              |  |                                |   |                        |  |                        |  |                      |   |  |  |  |   |  |  | 
|---------------- |  | ------------ | - | ------------ |  | ------------------------------ | - | ---------------------- |  | ---------------------- |  | -------------------- | - |  |  |  | - |  |  | 
|                 |  |              |   |              |  |                                |   |                        |  |                        |  |                      |   |  |  |  |   | 
|                 |  |              |   |              |  |                                |   |                        |  |                        |  |                      |   |  |  |  |   | 
|                 |  |              |   |              |  |                                |   |                        |  |                        |  |                      |   |  |  |  |   | 
|                 |  |              |   |              |  |                                |   |                        |  |                        |  | Value of Unexercised
|                 |  |              |   |              |  |                                |   |                        |  | Number of Securities   |  | In-the-Money Options
|                 |  | Shares       |   |              |  |                                |   | Underlying Unexercised |  | at Fiscal Year-End ($)
|                 |  | Acquired on  |   | Value        |  | Options at Fiscal Year End (#) |   |                       
|Name             |  | Exercise (#) |   | Realized ($) |  | Exercisable / Unexercisable    |   | Exercisable            |  | Not Exercisable       
|                 |  |              |   |              |  |                                |   |                        |  |                       
|Melvin Waxman    |  |              |  |              |  |                                |  |                        |  | 50,000 / None          |  |                      | 0 |  |  |  | 0 | 
|                
|                
|                
|                
|Armond Waxman    |  |              |  |              |  |                                |  |                        |  | 50,000 / None          |  |                      | 0 |  |  |  | 0 | 
|                
|                
|                
|                
|Laurence Waxman  |  |              |  |              |  |                                |  |                        |  | 30,000 / None          |  |                      | 0 |  |  |  | 0 | 
|                
|                
|                
|                
|Mark Wester      |  |              |  |              |  |                                |  |                        |  | 5,500 / None           |  |                      | 0 |  |  |  | 0 | 
|                
|                
|                
|                
|Patrick Ferrante |  |              |  |              |  |                                |  |                        |  | 2,750 / None           |  |                      | 0 |  |  |  | 0 | 

Director Remuneration

Each director who is not an employee of the Company received a fee of
$3,000 for the first fiscal quarter of 2003 and $4,000 for each fiscal quarter
thereafter for services as a director plus a fee of $1,000 plus traveling
expenses for each board meeting he or she attended. Mr. Peters, due to his
consulting role with the Company, has agreed to a reduced quarterly director
fee of $2,000, and has elected to not receive any reimbursement for traveling
expenses.

Employment Agreements

Mr. Laurence Waxman entered into an employment agreement with Consumer
Products, which became effective as of November 1, 1994 and had an initial term
that expired on October 31, 1999. The Agreement is automatically extended for
successive one-year periods, unless either party provides written notice of the
intent not to extend the Agreement, not less than one year prior to the
extended term. Pursuant to such employment agreement, Mr. Laurence Waxman is to
serve as President of Consumer Products, and is also to serve in such further
offices or positions with Consumer Products or any subsidiary or affiliate of
Consumer Products as shall, from time to time, be assigned by the Board of
Directors of Consumer Products. Mr. Laurence Waxmans employment agreement
provides for an annual salary of $200,000 for the first year of the employment
agreement and provides that for each year thereafter the annual salary will be
increased by six percent of the prior years salary. In fiscal 2002, his salary
was increased to $225,000 partially through the fiscal year. Additional
increases in salary and the granting of bonuses to Mr. Laurence Waxman will be
determined by Consumer Products, in its sole discretion, based on such
individuals performance and contributions to the success of Consumer Products,
his responsibilities and duties and the salaries of other senior executives of
Consumer Products. Bonuses in the amount of $110,000 and $100,000 were granted
to Mr. Laurence Waxman in fiscal 2003 and 2002, respectively. The employment
agreement provides that upon termination of employment by Mr. Laurence Waxman
for good reason (as defined therein) or by the Company for any reason other
than death, disability (as defined therein) or cause (as defined therein), Mr.
Laurence Waxman will be entitled to receive all of the compensation he would
otherwise be entitled to through the end of the term of the agreement. The
employment agreement also contains provisions which restrict Mr. Laurence
Waxman from competing with the Company or Consumer Products during the term of
the agreement and for two years following the termination thereof.

Compensation and Stock Option Committee Interlocks and Insider Participation

Mrs. Judy Robins, a member of the Compensation and Stock Option Committee
until October 2002, owns a 13% equity interest in Aurora Investments Company
(Aurora Investments). All of the other equity interests in Aurora Investments
are owned by Melvin Waxman (34%), Armond Waxman (34%) and members of their and
Mrs. Robins families (19%). Armond and Melvin Waxman are brothers and Judy
Robins is their sister. Effective July 1, 2002, the Company exercised its
option to renew a 5 year lease with Aurora Investments for 9,000 square feet of
office space and 20,000 square feet of warehouse space at

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24455 Aurora Road, Bedford Heights, Ohio. This facility, which consists of 9,000 square feet of
office space and 114,000 square feet of warehouse space, was originally
developed entirely for Consumer Products. Consumer Products had leased the
entire facility until June 30, 2002. Consumer Products rent expense under
this lease was $167,157 in fiscal 2003, which management believes is
competitive with other rates in the area.

Melvin Waxman and Armond Waxman are directors and co-owners of Handl-it,
along with John Peters, a current member of the Compensation and Stock Option
Committee. Messrs. Melvin and Armond Waxman received director fees of $6,000
and $8,000, respectively, and consulting income of $18,000 and $20,000,
respectively, from Handl-it during the twelve months ended June 30, 2003 and
2002, respectively.

Performance Graph

Set forth below is a graph comparing the yearly percentage change in the
cumulative total stockholder return of the Companys Common Stock, the Standard
& Poors 500 Composite Stock Index and the Standard & Poors Building Materials
Index for the period of five fiscal years commencing with fiscal 1998. The
graph assumes $100 invested on July 1, 1998 in the Company and each of the
other indices.

COMPARISON OF 5 YEAR CUMULATIVE
TOTAL RETURN*

AMONG WAXMAN INDUSTRIES, INC., THE S&P 500 INDEX
AND THE S&P BUILDING PRODUCTS INDEX




| |  |                                                                                                               |  | 
| |  | ------------------------------------------------------------------------------------------------------------- |  | 
| |  | - $100 invested on 6/30/98 in stock or
index-including reinvestment of dividends. Fiscal year ending June
30. |  | 
| |  |                                                                                                               |  | 
| |  | Copyright © 2002, Standard&Poors, a division of
The McGraw-Hill Companies, Inc. All rights reserved.         |  | 
| |  | www.researchdatagroup.com/S&P.htm                                                                             |  | 

8



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##### Table of Contents






ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

COMMON STOCK OWNERSHIP

The following table sets forth, as of September 30, 2003 (except as noted
in footnotes 11 and 12 below), the number of shares of Common Stock and Class B
Common Stock beneficially owned by each director, director nominee and
executive officers named in Summary Compensation Table, by the directors,
nominees and executive officers of the Company as a group and by each holder of
at least five percent of Common Stock and Class B Common Stock known to the
Company, and the respective percentage ownership of the outstanding Common
Stock and Class B Common Stock and voting power held by each such holder and
group. The mailing address for Messrs. Melvin, Armond, Laurence and Todd Waxman
is that of the executive office of the Company.

|                                                                                         |  |                    |         |            |  |         |         |        |  |              |      |         |  |            |      |   |  |  |      |  
|---------------------------------------------------------------------------------------- |  | ------------------ | ------- | ---------- |  | ------- | ------- | ------ |  | ------------ | ---- | ------- |  | ---------- | ---- | - |  |  | ---- | -
|                                                                                         |  | Number of Shares   |         | Percentage |  |         |         |       
|                                                                                         |  | Beneficially Owned |         | Ownership  |  |         |         |       
|                                                                                         |  |                    |         |            |  |         |         |       
|                                                                                         |  |                    |         |            |  | Class B |         |        |  |              |      | Class B |  | Percentage
|Name and Address of                                                                      |  | Common             |         | Common     |  | Common  |         | Common |  | of Aggregate
|Beneficial Owner                                                                         |  | Stock              |         | Stock      |  | Stock   |         | Stock  |  | Voting Power
|                                                                                         |  |                    |         |            |  |         |         |        |  |             
|Melvin Waxman (1)                                                                        |  |                    | 90,430  |            |  |         | 101,194 |        |  |              | 8.6  | %       |  |            | 47.2 | % |  |  | 34.5 | %
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Armond Waxman (2)                                                                        |  |                    | 123,089 |            |  |         | 77,029  |        |  |              | 11.7 |         |  |            | 36.0 |   |  |  | 28.0 |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Laurence Waxman (3)                                                                      |  |                    | 82,628  |            |  |         | 5,526   |        |  |              | 8.0  |         |  |            | 2.6  |   |  |  | 4.3  |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|John Peters (4)                                                                          |  |                    | 3,130   |            |  |         |        |        |  |              | *    |         |  |            |     |   |  |  | *    |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Irving Friedman (5)                                                                      |  |                    | 2,500   |            |  |         |        |        |  |              | *    |         |  |            |     |   |  |  | *    |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Judy Robins (6)                                                                          |  |                    | 10,975  |            |  |         | 7,525   |        |  |              | 1.1  |         |  |            | 3.5  |   |  |  | 2.7  |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Mark Reichenbaum (7)                                                                     |  |                    | 2,000   |            |  |         |        |        |  |              | *    |         |  |            |     |   |  |  | *    |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Todd Waxman (8)                                                                          |  |                    | 8,541   |            |  |         | 2,160   |        |  |              | *    |         |  |            | 1.0  |   |  |  | 1.0  |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Mark Wester (9)                                                                          |  |                    | 6,074   |            |  |         |        |        |  |              | *    |         |  |            |     |   |  |  | *    |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Patrick Ferrante (10)                                                                    |  |                    | 3,640   |            |  |         |        |        |  |              | *    |         |  |            |     |   |  |  | *    |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Directors, nominee and
officers as a group (10
individuals)                              |  |                    | 329,367 |            |  |         | 193,434 |        |  |              | 28.6 |         |  |            | 90.3 |   |  |  | 68.7 |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Credit Suisse First
Boston, Inc. (11)
11 Madison Avenue
New York, NY 10010               |  |                    | 55,000  |            |  |         |        |        |  |              | 5.5  |         |  |            |     |   |  |  | 1.7  |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Larry Callahan (12)
c/o Huntleigh Securities
7800 Forsyth, 5th Floor
St. Louis, MO 63105 |  |                    | 252,265 |            |  |         |        |        |  |              | 25.1 |         |  |            |     |   |  |  | 8.0  |  



---

|*   |  | less than 1%                                                                                                                                                                                                                                               
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(1) |  | Includes 50,000 shares of Common Stock subject to options granted to Mr.
Melvin Waxman and 10 shares of Common Stock owned by a member of Mr.
Waxmans immediate family, as to which shares Mr. Waxman disclaims
beneficial ownership.                     
|   
|   
|   
|   
|(2) |  | Includes 50,000 shares of Common Stock subject to options granted to Mr.
Armond Waxman and 10 shares of Common Stock owned by a member of Mr.
Waxmans immediate family, as to which shares Mr. Waxman disclaims
beneficial ownership.                     
|   
|   
|   
|   
|(3) |  | Includes 30,000 shares of Common Stock subject to options granted to Mr.
Laurence Waxman, 28,000 shares of Common Stock in a trust that are voted
by Mr. Waxman, and 2,710 shares of Common Stock for which Mr. Waxman is
custodian for his minor children.

9



---



##### Table of Contents



|(4)  |  | Includes 2,625 shares of Common Stock subject to options granted to Mr.
Peters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(5)  |  | Includes 2,000 shares of Common Stock subject to options granted to Mr.
Friedman.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|    
|    
|    
|(6)  |  | Includes 2,000 and 1,000 shares of Common Stock subject to options
granted to Mrs. Robins and to her spouse Kenneth Robins (the Corporate
Secretary of the Company), respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|    
|    
|    
|(7)  |  | Includes 2,000 shares of Common Stock subject to options granted to Mr.
Reichenbaum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|    
|    
|    
|(8)  |  | Includes 1,950 shares of Common Stock subject to options granted to Mr.
Todd Waxman.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|    
|    
|    
|(9)  |  | Includes 5,500 shares of Common Stock subject to options granted to Mr.
Wester.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|    
|    
|    
|(10) |  | Includes 2,750 shares of Common Stock subject to options granted to Mr.
Ferrante.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|    
|    
|    
|(11) |  | The information set forth in the table with respect to Credit Suisse
First Boston, Inc. was obtained from a Statement on Schedule 13G, dated
February 13, 1998, filed with the Securities and Exchange Commission. Such
Statement reflects Credit Suisse First Boston, Inc.s beneficial ownership
as of December 31, 1997.                                                                                                                                                                                                                                                                                                                        
|    
|    
|    
|    
|(12) |  | The information set forth in the table with respect to Larry Callahan was
obtained from a Form 4, filed with the Securities and Exchange Commission
on October 1, 2003, reflecting Mr. Callahans beneficial ownership as of
September 9, 2003. Includes 229,965 shares of Common Stock held by Mr.
Callahan, 111,165 of which are held in Mr. Callahans IRA account, 9,300
shares of Common Stock held by Mr. Callahans minor children and 13,000
shares of Common Stock held by Mr. Callahans wifes IRA for which Mr.
Callahan has shared voting power. Mr. Callahan disclaims beneficial
ownership of the shares held by his minor children.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information, as of June 30, 2003, about the
Companys 2002 Stock Incentive Plan. All outstanding awards relate to the
Companys common stock.

|                                                           |       |  |                      |         |                      |   |                                |      |  |  |        |        | 
|---------------------------------------------------------- | ----- |  | -------------------- | ------- | -------------------- | - | ------------------------------ | ---- |  |  | ------ | ------ | 
|                                                           |       |  | Number of securities |         |                      |   | Number of securities remaining
|                                                           |       |  | to be issued upon    |         | Weighted-average     |   | available for future issuance 
|                                                           |       |  | exercise of          |         | exercise price of    |   | under equity compensation     
|                                                           |       |  | outstanding options, |         | outstanding options, |   | plans (excluding securities   
|                                                           |       |  | warrants and rights  |         | warrants and rights  |   | reflected in column (a))      
|                                                           |       |  | (a)                  |         | (b)                  |   | (c)                           
|                                                           |       |  |                      |         |                      |   |                               
|Equity compensation
plans approved by
security holders     |       |  | 176,655              | (1)     |                      | $ | 5.91                           |      |  |  | 73,345 | (2)   
|                                                           |       |  |                      |         |                      |   |                                |      |  |  |        |       
|Equity compensation
plans not approved
by security holders |       |  | N/A                  |         |                      |   | N/A                            |      |  |  | N/A    |       
|                                                           |       |  |                      |         |                      |   |                                |      |  |  |        |       
|                                                           | Total |  |                      | 176,655 |                      |   | $                              | 5.91 |  |  |        | 73,345 | 
|                                                           |       |  |                      |         |                      |   |                                |      |  |  |        |       



|(1) |  | Represents 176,655 shares of Common Stock issuable upon the exercise of
outstanding options previously granted under the 2002 Stock Incentive
Plan.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Represents 73,345 shares of Common Stock available for future issuance
under the 2002 Stock Incentive Plan.                                        




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

10



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##### Table of Contents



The Company purchases certain products, which it cannot manufacture with
its existing operations, from WDI International, Inc. (WDI International), a
company owned in part by certain members of the Waxman family and other
non-affiliated individuals. In fiscal 2003, 2002 and 2001, purchases from WDI
International amounted to $1.1 million, $1.6 million and $1.7 million,
respectively. The Company believes that the prices it receives are on terms
comparable to those that would be available from unaffiliated third parties.

The Company leases certain facilities from Aurora Investments, a
partnership owned by Melvin Waxman (34%), Armond Waxman (34%), Judy Robins
(13%) and members of their families (19%). Armond and Melvin Waxman are
brothers and Judy Robins is their sister. Effective July 1, 2002, the Company
exercised its option to renew a 5 year lease with Aurora Investments for 9,000
square feet of office space and 20,000 square feet of warehouse space at 24455
Aurora Road, Bedford Heights, Ohio. This facility, which consists of 9,000
square feet of office space and 114,000 square feet of warehouse space, was
originally developed entirely for Consumer Products. Consumer Products had
leased the entire facility until June 30, 2002. Consumer Products rent
expense under this lease was $167,157 in fiscal 2003, which management believes
is competitive with other rates in the area.

Consumer Products also subleases 17,000 square feet of warehouse space at
this Bedford Heights facility from Handl-it Inc. (Handl-it) for $61,200 per
year. Handl-it is a corporation owned by John S. Peters, a director and
consultant to the Company, together with another member of his family, and
Melvin Waxman and Armond Waxman. In fiscal 2002 and 2001, when Consumer
Products was leasing the entire facility and was in the process of moving to a
more efficient warehouse, Consumer Products sublet 97,000 square feet of the
warehouse to Handl-it. Due to the prolonged economic downturn in the region,
Handl-it was unable to fully utilize the warehouse, and negotiated an
adjustment with Consumer Products to offset its revenue shortfall for this
warehouse. Accordingly, Consumer Products reduced its rental charge to Handl-it
for fiscal 2002 by approximately $99,000, as compared to fiscal 2001, and
received concessions of $26,000 over the next 26 months from Aurora
Investments. The Company charged Handl-it Inc. $191,079 in fiscal 2002 (after
the rent adjustment) and $290,496 in fiscal 2001 for subleasing the warehouse
space. At June 30, 2003 and 2002, Handl-it owed Consumer Products $78,000 and
$134,000 in unpaid rent, respectively, which is evidenced by a promissory note,
which bears interest at a rate of 5.25% per annum. Consumer Products also
utilizes Con-Pak Inc., a third party packaging operation acquired by Handl-it
in 1999, in certain instances where the packaging cannot be performed by the
Companys operations in Asia. Con-Pak, Inc. received $227,807, $377,599 and
$234,368 for these services in fiscal 2003, 2002 and 2001, respectively.
Consumer Products also paid Handl-it Inc. approximately $27,000 for the cost of
transportation of products in fiscal 2001. Handl-it is also compensated for the
consulting services provided to the Company by Mr. Peters, which amounted to
approximately $43,000, $123,000 and $81,000 in fiscal 2003, 2002 and 2001,
respectively.

From July 1, 1999 through April 2001, WAMI Sales utilized Handl-it Inc. to
provide all warehousing, labor and shipping functions in Cleveland, Ohio for a
fee equal to a percentage of monthly sales plus other direct expenses from this
operation. The charge amounted to $67,000 in fiscal 2001. The Company believes
these terms were comparable to those that would have been available from
unaffiliated third parties.

Melvin Waxman and Armond Waxman are directors and co-owners of Handl-it,
and received director fees of $6,000 and $8,000, respectively, and consulting
income of $18,000 and $20,000, respectively, from Handl-it during the twelve
months ended June 30, 2003 and 2002, respectively.

At June 30, 2003 and 2002, the Company had the following receivables from
related parties (in thousands):

|                           |       |      |     |      |  |   |     |     | 
|-------------------------- | ----- | ---- | --- | ---- |  | - | --- | --- | 
|Related Party              |       | 2003 |     | 2002
|                           |       |      |     |     
|Melvin Waxman, Co-CEO      |       | $    | 50  |      |  | $ | 60  |    
|                          
|                          
|                          
|                          
|Armond Waxman, Co-CEO      |       |      | 125 |      |  |   | 135 |    
|                          
|                          
|                          
|                          
|Waxman Development         |       |      | 84  |      |  |   | 84  |    
|                          
|                          
|                          
|                          
|Aurora Investments Company |       |      | 85  |      |  |   | 97  |    
|                          
|                          
|                          
|                          
|Handl-it Inc.              |       |      | 78  |      |  |   | 134 |    
|                          
|                          
|                          
|                          
|All other related parties  |       |      | 54  |      |  |   | 64  |    
|                           |       |      |     |      |  |   |     |    
|                           | Total |      | $   | 476  |  |   | $   | 574 | 
|                           |       |      |     |      |  |   |     |    

11



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##### Table of Contents



All of the related party and officer notes receivable are documented by a
promissory note and began to bear interest in July 2002 at the minimum rates
established by the Internal Revenue Service to avoid imputed interest
attribution. Principal payments of $10,000 were made by each officer beginning
in fiscal 2003, as well as quarterly interest payments. Waxman Development is a
real estate development and management company that is majority owned by
certain members of the Waxman family, including Melvin Waxman, Armond Waxman,
Laurence Waxman and Todd Waxman. The receivable from Waxman Development
relates to a real estate development venture initially formed to build
facilities for Barnett, a former affiliate, and other operations. The Barnett
stock owned by the Company was disposed of in September 2000. Aurora
Investments has been paying interest, while Waxman Development began paying
interest in fiscal 2003. Principal payments on the Aurora Investments and
Waxman Development notes begin in fiscal 2007 and are payable over a ten year
period.




ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Meaden & Moore, Ltd. (Meaden) has been selected as the Companys
principal independent auditors in the United States. Meaden was the Companys
principal accountant for the fiscal year ended June 30, 2003. In addition,
EnWise CPAs & Co. (EnWise) has been selected as the independent auditors of
the Companys foreign operations. Representatives from Meaden are expected to
be present at the Annual Meeting and will have the opportunity make a statement
if they desire to do so. It is also expected that they will be available to
respond to appropriate questions.

The following is a summary of the fees billed to the Company by Meaden for
professional services rendered for the fiscal years ended June 30, 2003 and
June 30, 2002:

|                   |  |                  |         |                  |  |   |         | 
|------------------ |  | ---------------- | ------- | ---------------- |  | - | ------- | 
|Fee Category       |  | Fiscal 2003 Fees |         | Fiscal 2002 Fees
|                   |  |                  |         |                 
|Audit Fees         |  | $                | 113,500 |                  |  | $ | 113,500 | 
|                  
|                  
|                  
|                  
|Audit-Related Fees |  | $                | 2,300   |                  |  | $ |        | 
|                  
|                  
|                  
|                  
|Tax Fees           |  | $                | 4,600   |                  |  | $ |        | 
|                  
|                  
|                  
|                  
|All Other Fees     |  | $                | 9,000   |                  |  | $ | 24,600  | 
|                   |  |                  |         |                  |  |   |         | 
|Total Fees         |  | $                | 129,400 |                  |  | $ | 138,100 | 
|                   |  |                  |         |                  |  |   |         | 

Audit Fees. Consists of fees billed for professional services rendered for the
audit of the Companys annual financial statements and review of the interim
financial statements included in the Companys quarterly reports on Form 10-Q
and related services.

Audit-Related Fees.Consists of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of the
Companys financial statements and are not reported under Audit Fees. These
services included assistance with the review and preparation of an amended Form
10K, for which Meaden billed the Company $2,300 in fiscal 2003.

Tax Fees.Consists of fees billed for professional services for tax
compliance, tax advice and tax planning. For fiscal 2003, these services
include assistance in preparation for a state unclaimed funds audit and
research on tax matters.

12



---



##### Table of Contents



All Other Fees.Consists of fees for services other than the services reported
above. In fiscal 2003, these services included the audit performed by Meaden
on the Companys 401(k) plan, which amounted to $6,500, and consulting fees of
$2,500 for various issues relating to an employees relocation abroad. In
fiscal 2002, these services included the audit performed by Meaden on the
Companys 401(k) plan, which amounted to $6,500, assistance with a forecasting
model, which amounted to $9,600, and $8,500 for consulting services relating to
compliance with the Sarbanes-Oxley Act of 2002.

The Audit Committees policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors. These services may
include audit services, audit-related services, tax services and other
services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category of services
and is generally subject to a specific budget. The independent auditors and
management are required to periodically report to the Audit Committee regarding
the extent of services provided by the independent auditors in accordance with
this pre-approval, and the fees for the services performed to date. The Audit
Committee may also pre-approve particular services on a case-by-case basis.

In making its determination regarding the independence of Meaden and
EnWise, the Audit Committee considered whether the provision of the services
herein covered in the sections regarding Audit-Related Fees, Tax Fees and
All Other Fees were compatible with maintaining such independence.

13



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##### Table of Contents






SIGNATURES

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

|                 |  |                         |  |                                                              
|---------------- |  | ----------------------- |  | -------------------------------------------------------------
|                 |  | WAXMAN INDUSTRIES, INC.
|                
|                
|October 21, 2003 |  | By:                     |  | /s/ Mark Wester                                              
|                 |  |                         |  | Mark Wester
Chief Financial Officer and
Senior Vice President

14



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##### Table of Contents






Exhibit Index

|     |  |                                                                                                                              
|---- |  | -----------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Co-Chief Executive Officer Pursuant to Rule 13a-14(a)
Promulgated Under the Securities Exchange Act of 1934.
|    
|31.2 |  | Certification of Co-Chief Executive Officer Pursuant to Rule 13a-14(a)
Promulgated Under the Securities Exchange Act of 1934.
|    
|31.3 |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
Promulgated Under the Securities Exchange Act of 1934    
|    
|32.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002       

15