SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2003

                        Commission File Number 000-30138


                              ROCKFORD CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                    ARIZONA                            86-0394353
        (State or Other Jurisdiction of             (I.R.S. Employer
          Incorporation or Organization)           Identification No.)


            600 South Rockford Drive                     85281
                Tempe, Arizona                        (Zip Code)
     (Address of Principal Executive Offices)


                                 (480) 967-3565
              (Registrant's Telephone Number, Including Area Code)

     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 whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practical date:

     As of April 30, 2003, there were 8,987,160 shares of Common Stock, $.01 par
value per share, outstanding, which is the only class of common stock of the
Company registered under Section 12(g) of the Securities Act of 1933.
<PAGE>
                      ROCKFORD CORPORATION AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
Part I:      Financial Information

     Item 1. Financial Statements

             Condensed Consolidated Balance Sheets -                           1
             March 31, 2003 (Unaudited) and December 31, 2002

             Condensed Consolidated Income Statements -                        2
             Three Months Ended March 31, 2003 and 2002 (Unaudited)

             Condensed Consolidated Statements of Cash Flows -                 3
             Three Months Ended March 31, 2003 and 2002 (Unaudited)

             Notes to Condensed Unaudited Consolidated Financial
             Statements - March 31, 2003                                       4

     Item 2. Management's Discussion and Analysis of Financial                 7
             Condition and Results of Operations

     Item 3. Quantitative and Qualitative Disclosures about Market Risk       15

     Item 4. Controls and Procedures                                          16


Part II:     Other Information

     Item 1. Legal Proceedings                                                17

     Item 3. Defaults upon Senior Securities                                  17

     Item 6. Exhibits and Reports on Form 8-K                                 17


Signatures                                                                    18

Certifications                                                                19
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      ROCKFORD CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                            March 31,    December 31,
                                                                              2003          2002
                                                                            --------      --------
                                                                           (UNAUDITED)
                                                                                (IN THOUSANDS)
<S>                                                                         <C>           <C>
ASSETS
Current assets:
   Cash                                                                     $    327      $    304
   Accounts receivable, less allowances of $3,226 and $2,996 at
     March 31, 2003 and December 31, 2002, respectively                       38,751        32,890
   Inventories, net                                                           36,837        32,445
   Deferred income taxes                                                       5,161         5,160
   Income taxes receivable                                                     2,447         1,844
   Prepaid expenses and other                                                  5,147         4,395
                                                                            --------      --------
Total current assets                                                          88,670        77,038

Property and equipment, net                                                   16,281        15,262
Deferred income taxes                                                            292           292
Goodwill, net                                                                  7,027         6,890
Other assets                                                                   1,645         1,708
                                                                            --------      --------
Total assets                                                                $113,915      $101,190
                                                                            ========      ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                         $ 12,024      $ 10,753
   Accrued salaries and incentives                                             1,956         1,978
   Accrued warranty                                                            4,856         4,595
   Other accrued expenses                                                      7,491         6,105
   Current portion of notes payable, long-term debt and capital
     lease obligations                                                         1,248         1,253
                                                                            --------      --------
Total current liabilities                                                     27,575        24,684

Notes payable and long-term debt, less current portion                        19,168         8,611
Capital lease obligations, less current portion                                1,169         1,416
Minority Interest                                                                764           933

Shareholders' equity:
   Common stock, $.01 par value - Authorized shares - 40,000,000
     Issued shares - 8,980,160 shares at March 31, 2003 and
     8,747,197 at December 31, 2002                                               90            87
   Additional paid-in capital                                                 35,313        35,131
   Retained earnings                                                          28,252        29,198
   Accumulated other comprehensive income                                      1,584         1,130
                                                                            --------      --------
Total shareholders' equity                                                    65,239        65,546
                                                                            --------      --------
Total liabilities and shareholders' equity                                  $113,915      $101,190
                                                                            ========      ========
</TABLE>

Note: The consolidated balance sheet at December 31, 2002, has been derived from
the audited consolidated  financial statements at that date but does not include
all of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements.

See accompanying notes to condensed consolidated financial statements.

                                                                               1
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<PAGE>
                      ROCKFORD CORPORATION AND SUBSIDIARIES

              CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)

                                                           Three months ended
                                                                March 31,
                                                         -----------------------
                                                           2003           2002
                                                         --------       --------
                                                              (IN THOUSANDS,
                                                          EXCEPT PER SHARE DATA)

Net sales                                                $ 39,624       $ 43,734
Cost of goods sold                                         26,785         27,212
                                                         --------       --------
Gross profit                                               12,839         16,522

Operating expenses:
   Sales and marketing                                      7,397          7,244
   General and administrative                               5,419          4,651
   Research and development                                 2,234            976
                                                         --------       --------
Total operating expenses                                   15,050         12,871
                                                         --------       --------
Operating (loss) income                                    (2,211)         3,651
Interest and other (income) expense, net                      (48)           184
                                                         --------       --------
(Loss) income before income taxes                          (2,163)         3,467
Income tax (benefit) expense                               (1,047)         1,289
                                                         --------       --------
(Loss) income before minority interest                     (1,116)         2,178
Minority interest                                            (170)            --
                                                         --------       --------
Net (loss) income                                        $   (946)      $  2,178
                                                         ========       ========

Net (loss) income per common share:
   Basic                                                 $  (0.11)      $   0.26
                                                         ========       ========
   Diluted                                               $  (0.11)      $   0.24
                                                         ========       ========

Weighted average shares:
   Basic                                                    8,881          8,275
                                                         ========       ========
   Diluted                                                  8,881          9,216
                                                         ========       ========

See notes to condensed consolidated financial statements.

                                                                               2
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<PAGE>
                      ROCKFORD CORPORATION AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                    Three months ended March 31,
                                                    ----------------------------
                                                         2003        2002
                                                       --------    --------
                                                          (IN THOUSANDS)
OPERATING ACTIVITIES
Net (loss) income                                      $   (946)   $  2,178
Adjustments to reconcile net (loss) income to net
  cash (used in) provided by  operating activities:
    Depreciation and amortization                         1,183       1,165
    Loss (gain) on sale of fixed assets                       2         (11)
    Provision for doubtful accounts                          35         214
    Provision for inventory allowances                      248         396
    Minority Interest                                      (170)         --
Changes in operating assets and liabilities:
    Accounts receivable                                  (6,003)     (8,007)
    Inventories                                          (4,640)     (1,340)
    Prepaid expenses and other assets                      (859)      1,477
    Accounts payable                                      1,258         896
    Accrued salaries and incentives                         (22)        594
    Accrued warranty                                        261         182
    Income taxes receivable                                (603)       (587)
    Other accrued expenses                                1,325       3,313
                                                       --------    --------
        NET CASH (USED IN) PROVIDED BY OPERATING
          ACTIVITIES                                     (8,931)        470

INVESTING ACTIVITIES
Purchases of property and equipment                      (2,235)     (1,463)
Proceeds from disposals of property and equipment            --          11
Acquisitions of business, net of cash acquired              317          66
Increase in other assets                                    (73)       (429)
                                                       --------    --------
        NET CASH USED IN INVESTING ACTIVITIES            (1,991)     (1,815)

FINANCING ACTIVITIES
Net proceeds from notes payable, long-term debt               2         783
Proceeds from (payments on) notes payable and
  long-term debt                                         10,557      (1,079)
Payments on capital lease obligations                      (253)       (167)
Proceeds from the exercise of stock options and
  warrants                                                  185         438
                                                       --------    --------
         NET CASH PROVIDED BY (USED IN) FINANCING        10,491         (25)
           ACTIVITIES

Effect of exchange rate changes on cash                     454         (51)
                                                       --------    --------

Net increase (decrease) in cash and cash
  equivalents                                                23      (1,421)
Cash and cash equivalents at beginning of period            304       2,411
                                                       --------    --------
Cash and cash equivalents at end of period             $    327    $    990
                                                       ========    ========

See notes to condensed consolidated financial statements.

                                                                               3
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<PAGE>
                      Rockford Corporation and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2003

1. BASIS OF PRESENTATION

UNAUDITED INTERIM FINANCIAL INFORMATION

We have prepared our unaudited condensed  consolidated  financial  statements in
accordance with accounting  principles  generally  accepted in the United States
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management,  we have  made  all  adjustments  (consisting  of  normal  recurring
accruals) necessary for a fair presentation.

Operating  results for the three month  period  ended  March 31,  2003,  are not
necessarily  indicative  of the  results  you may  expect  for the  year  ending
December 31, 2003.

For further  information,  refer to the  consolidated  financial  statements and
footnotes  included  as part of our Form 10-K for the year  ended  December  31,
2002,  filed with the  Securities  and Exchange  Commission  ("SEC") on March 7,
2003.

STOCK-BASED COMPENSATION

Rockford accounts for stock-based  compensation using the intrinsic value method
prescribed in Accounting  Principles  Board ("APB") Opinion No. 25,  "Accounting
for Stock Issued to Employees," and has adopted the disclosure-only  alternative
of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-based  Compensation,"  and  SFAS  No.  148,  "Accounting  for  Stock-Based
Compensation - Transition and  Disclosure."  Rockford grants stock options for a
fixed  number of shares to  employees  with an exercise  price equal to the fair
value of the  shares at date of grant.  Fair value of the  underlying  shares is
determined by the market price at the date of the grant.  Stock option grants to
non-employees  are  charged to expense  based upon the fair value of the options
granted.

                                                                               4
================================================================================
<PAGE>
The  following  table  represents  the  effect on net  (loss)  income and (loss)
earnings  per share if Rockford  had  applied  the fair value  based  method and
recognition provisions of SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION,
to stock-based employee compensation:

                                                       Three months ended
                                                            March 31,
                                                      --------------------
                                                        2003         2002
                                                      -------      -------
                                                         (IN THOUSANDS,
                                                     EXCEPT PER SHARE DATA)

     Net (loss) income as reported                    $  (946)     $ 2,178
     Proforma SFAS No. 123 expense                        (75)         (82)
                                                      -------      -------
     Proforma net (loss) income                       $(1,021)     $ 2,096
                                                      =======      =======
     Proforma (loss) income per common share
               Basic                                  $ (0.12)     $  0.25
                                                      =======      =======
               Diluted                                $ (0.12)     $  0.23
                                                      =======      =======

For purposes of proforma disclosures, the estimated fair value of the options is
amortized to expense over the option's vesting period.

2. INVENTORIES

Inventories consist of the following:
                                                March 31,        December 31,
                                                  2003              2002
                                                --------          --------
                                                      (IN THOUSANDS)

     Raw materials                              $ 10,221          $  9,053
     Work-in-progress                              2,636             2,330
     Finished goods                               27,552            24,386
                                                --------          --------
                                                  40,409            35,769
     Less allowances                              (3,572)           (3,324)
                                                --------          --------
                                                $ 36,837          $ 32,445
                                                ========          ========

                                                                               5
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<PAGE>
3. (LOSS) INCOME PER SHARE

The following  table sets forth the  computation of basic and diluted net (loss)
income per share:

                                                           Three months ended
                                                                March 31,
                                                          --------------------
                                                            2003        2002
                                                          --------    --------
                                                              (IN THOUSANDS,
                                                          EXCEPT PER SHARE DATA)
Numerator:
   Net (loss) income for basic and diluted net
     (loss) income per share                              $   (946)   $  2,178
                                                          ========    ========
Denominator:
   Denominator for basic net (loss) income per
     share, weighted average shares                          8,881       8,275
   Effect of dilutive securities:
     Employee stock options                                     --         935
     Warrants                                                   --           6
                                                          --------    --------
   Dilutive potential common shares                             --         941
                                                          --------    --------
Denominator for diluted net (loss) income per
  share, adjusted weighted average shares and
  assumed conversions                                        8,881       9,216
                                                          ========    ========
Basic net (loss) income per share                         $  (0.11)   $   0.26
                                                          ========    ========
Diluted net (loss) income per share                       $  (0.11)   $   0.24
                                                          ========    ========

At March 31, 2003,  options to purchase  356,000 shares and warrants to purchase
4,000 shares of Rockford stock were excluded from the calculation of the diluted
net earnings per share because they were anti-dilutive.

4. RESTRUCTURING

During  the  three  months  ended  March 31,  2003,  Rockford  restructured  its
operations  in Germany,  Arizona and  Michigan,  which  management  expects will
result in improved  efficiencies and customer  service.  The restructuring of MB
Quart's operations in Germany reduced the gross profit by approximately $425,000
primarily due to accrued and incurred  severance  costs related to reductions in
the direct labor  workforce in Germany.  The Arizona and Michigan  restructuring
resulted  in  the  reduction  of  less  than  10% of  salaried  staff  in  these
operations.  The related severance and benefit costs were approximately $423,000
and increased the selling,  general and administrative  expenses for the quarter
ended March 31, 2003.

In addition,  Rockford  discontinued  its Japanese  subsidiary's  operations and
began  selling  products  to an  independent  distributor  in Japan  to  enhance
profitability.  The write down of assets and additional closure costs associated
with  the  shutdown  of  the   Japanese   distribution   facility   resulted  in
approximately  $1,100,000 of expenses.  These expenses were partially  offset by
reduced tax  liability of $900,000  related to a deduction  for the write off of
its investment in the stock of the Japanese  subsidiary and the write off of bad
debt related to the Japanese  subsidiary.  The deduction  partially  offsets the
expense  resulting  in a net  loss of  approximately  $200,000  relating  to the
Japanese subsidiary during the first quarter of 2003.

                                                                               6
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<PAGE>
5. DEFAULTS UPON SENIOR SECURITIES

Because of  restructuring  expenses and excess  capital  investment  relating to
SimpleDevices, Rockford was out of compliance at March 31, 2003, with one of the
financial covenants in its bank line of credit, relating to the minimum required
consolidated  fixed  charge  coverage  ratio.  The actual  ratio was 1.4 and the
required ratio was 2.0. The banks have agreed to waive this  non-compliance  for
March 31, 2003,  and have agreed to modify the  financial  covenants in the loan
agreement so that,  based on the  expectations  for revenues and expenses in the
remainder of 2003,  management  anticipates  Rockford will be in compliance with
the bank covenants  during the remainder of 2003 and  thereafter.  In connection
with these  modifications,  management has agreed to report to the banks monthly
about compliance with the covenants (previously reported quarterly),  have added
an additional  covenant requiring that the Consolidated EBITDA achieve specified
levels,  and have agreed to increases in the interest  rate on the loans so that
the swing line of credit will have a blended variable interest rate per annum of
Prime plus 100 basis points  (increasing from 75 basis points) and the revolving
line of credit  will have a blended  variable  interest  rate of LIBOR  plus 300
basis points (increasing from 225 basis points).

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

You should read this discussion and analysis of financial  condition and results
of operations in conjunction with our unaudited condensed consolidated financial
statements and the related  disclosures  included  elsewhere in this report, and
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  included as part of our Form 10-K for the year 2002,  filed with the
SEC on March 7, 2003.

FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this report including, without limitation,
statements concerning the future of our industry, product development,  business
strategy   (including  the  possibility  of  future   acquisitions),   continued
acceptance and growth of our products,  dependence on significant  customers and
suppliers,  and the adequacy of our available cash resources. Our statements may
contain projections of results of operations or of financial condition.  You may
identify  these  statements by our use of  forward-looking  terminology  such as
"may," "will,"  "believe,"  "expect,"  "anticipate,"  "estimate,"  "continue" or
other similar words.

Forward-looking  statements  are  subject  to many risks and  uncertainties.  We
caution you not to place undue reliance on our forward-looking statements, which
speak only as at the date on which they are made.  Our actual results may differ
materially from those described in our forward-looking  statements.  We disclaim
any  obligation  or  undertaking  to update our  forward-looking  statements  to
reflect  changes  in our  expectations  or changes  in  events,  conditions,  or
circumstances on which our expectations are based.

When  considering our  forward-looking  statements,  you should keep in mind the
risk factors and other cautionary  statements  identified in this report, in our
Annual  Report on Form 10-K for the year  2002,  filed  with the SEC on March 7,
2003,  and in Exhibit 99.9 to our Annual  Report,  "Risk Factors That May Affect
Rockford's  Operating  Results,  Business  Prospects  and Stock Price." The risk
factors noted throughout this report and our Annual Report,  particularly in the
discussion in Exhibit 99.9 to our Annual Report,  and other risk factors that we
have not  anticipated  or  discussed,  could cause our actual  results to differ
significantly from those anticipated in our forward-looking statements.

                                                                               7
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<PAGE>
OVERVIEW

Rockford designs,  manufacturers and distributes  high-performance audio systems
for the mobile,  professional  and home theater audio markets.  Our mobile audio
products  are sold  primarily  in the  worldwide  mobile  audio  aftermarket  to
consumers who want to improve the audio systems in their cars, trucks, boats and
airplanes.  We market our mobile  audio  products  under the  Rockford  Fosgate,
Lightning Audio, Q-Logic and MB Quart brand names, selling products that include
digital  and  analog  amplifiers,   speakers,  source  units,  CD  changers  and
accessories.  Based on dollar sales in 2002 of all our brands,  we rank first in
U.S.  market  share for mobile  audio  amplifiers  and  second for mobile  audio
speakers.  We sell home theater products under the MB Quart,  Fosgate  Audionics
and NHT brands.  We also sell  professional  audio  products under the MB Quart,
NHT, and Hafler brands.  Additionally  we have invested in  SimpleDevices  Inc.,
which licenses its standards-based  SimpleWare and SimpleMedia Services software
to consumer  electronics,  PC,  automotive and network  equipment  OEMs. We sell
licensed  SimpleDevices  products  for home and  mobile  applications  under the
Omnifi brand.

We manufacture  amplifiers,  signal  processors  and various  accessories at our
facilities in Tempe, Arizona, and mid-range speakers,  woofers and subwoofers at
our facility in Grand Rapids,  Michigan.  We manufacture  Q-Logic  enclosure and
kick panel products at our facilities in  Stillwater,  Oklahoma.  We manufacture
most of our MB Quart  products,  and have  begun to  manufacture  some  Rockford
Fosgate speakers, at our facility in Obrigheim, Germany.

We generated over 95% of our sales in the quarter ended March 31, 2003, and over
97% of our sales in the quarter  ended  March 31,  2002,  from our mobile  audio
products.

In the U.S., we sell our mobile audio  products using  commissioned  independent
sales  representative firms who are supported by our employee regional managers.
Internationally,  we sell products in 61  countries.  In Germany we sell through
wholly owned subsidiaries using commissioned  independent sales representatives.
In  Canada,  Austria,   Switzerland  and  Italy  we  sell  through  commissioned
independent sales representatives.  In other countries,  we sell our products to
independent distributors who resell them to retailers.  During the first quarter
of 2003, we had substantially closed our Japanese subsidiary and started selling
our products to an independent distributor who sells them to Japanese retailers.

Sales of our mobile audio  products to Best Buy accounted for 21.6% of our sales
for the three months ended March 31, 2003,  and 15.8% of our sales for the three
months ended March 31, 2002. Our business plans  contemplate  that Best Buy will
continue to account for a significant  portion of our sales for the  foreseeable
future. No other single customer accounts for more than 10% of our sales. During
the three months ended March 31, 2003 we began distribution of selected Lighting
Audio  products  in  Wal-Mart  stores in the United  States;  however,  sales to
Wal-Mart stores began late in the quarter and were not a significant  percentage
of our sales during the quarter.

Best Buy generally helps us to smooth out our normal sales seasonality.  For our
specialty and audio-video  dealers, our peak-selling season is in the spring and
summer and our slowest  season is  typically in the fourth  quarter.  We believe
that we experience  this  seasonality  because our core 16-35 year old consumers
tend to buy mobile audio products  during the spring and summer when they are on
semester   breaks  and  when  generally  more  favorable   weather   facilitates
installation of our products.  Best Buy sales, while strong in May and June, are
not as  concentrated  among our core consumers and are also strong in the fourth
quarter.

                                                                               8
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<PAGE>
Best Buy is not  obligated  to any  long-term  purchases of our products and has
considerable  discretion  to reduce,  change or terminate  its  purchases of our
products.  The loss of Best Buy as a customer or  significant  reductions in its
purchases of our products would materially reduce our sales.

We believe our  acquisition  of NHT will also  moderate the  seasonality  of our
sales in future years, since its sales tend to be more concentrated in the third
and fourth  quarters of the year,  which is a typical  seasonality  for the home
audio business.

During the three months ended March 31, 2003, we restructured  our operations in
Germany,  Arizona  and  Michigan,  which  is  expected  to  result  in  improved
efficiencies and customer service. The restructuring of MB Quart's operations in
Germany  reduced our gross profit by  approximately  $425,000  primarily  due to
accrued and incurred  severance  costs related to reductions in our direct labor
workforce  in Germany.  The Arizona and Michigan  restructuring  resulted in the
reduction of less than 10% of salaried  staff in these  operations.  The related
severance  and benefit  costs were  approximately  $423,000  and  increased  our
selling,  general and  administrative  expenses for the quarter  ended March 31,
2003.

In addition,  we  discontinued  our Japanese  subsidiary's  operations and began
selling  our  products  to an  independent  distributor  in Japan to enhance our
profitability.  The write down of assets and additional closure costs associated
with  the  shutdown  of  our   Japanese   distribution   facility   resulted  in
approximately  $1,100,000 of expenses.  These expenses were partially  offset by
reduced tax  liability of $900,000  related to a deduction  for the write off of
our investment in the stock of our Japanese  subsidiary and the write off of bad
debt related to our Japanese  subsidiary.  The deduction  partially  offsets the
expense  resulting  in a net  loss of  approximately  $200,000  relating  to our
Japanese subsidiary during the first quarter of 2003.

                                                                               9
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<PAGE>
RESULTS OF OPERATIONS

The following  table shows,  for the periods  indicated,  selected  consolidated
statements of operations data expressed as a percentage of net sales:

                                                             Three months ended
                                                                  March 31,
                                                             -------------------
                                                              2003        2002
                                                             ------      ------

Net sales                                                     100.0%      100.0%
Cost of goods sold                                             67.6        62.2
                                                             ------      ------
Gross profit                                                   32.4        37.8
Operating expenses:
   Sales and marketing                                         18.7        16.6
   General and administrative                                  13.7        10.7
   Research and development                                     5.6         2.2
                                                             ------      ------
     Total operating expenses                                  38.0        29.5
                                                             ------      ------
Operating (loss) income                                        (5.6)        8.3
Interest and other (income) expense, net                       (0.1)        0.4
                                                             ------      ------
(Loss) income before tax                                       (5.5)        7.9
Income tax (benefit) expense                                   (2.7)        2.9
Minority Interest                                              (0.4)         --
                                                             ------      ------
Net (loss) income                                              (2.4)%       5.0%
                                                             ======      ======

Cost of goods  sold  primarily  consists  of raw  materials,  direct  labor  and
manufacturing  costs  associated  with  production  of our  products  as well as
warranty, warehousing and customer service expenses.

Sales and marketing  expenses  primarily consist of salaries,  sales commissions
and costs of  advertising,  trade shows,  distributor  and sales  representative
conferences and freight.

General and administrative  expenses  primarily consist of salaries,  facilities
and other costs of our  accounting,  finance,  management  information  systems,
administrative and executive departments, as well as legal, accounting and other
professional fees and expenses associated with our business.

Research and development  expenses primarily consist of salaries associated with
our  research  and  development   personnel  and  legal  costs  related  to  our
intellectual property.

                                                                              10
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<PAGE>
GEOGRAPHIC DISTRIBUTION OF SALES

Our sales by geographic region were as follows:

                                                          Three months ended
                                                               March 31,
                                                      --------------------------
                                                       2003                2002
                                                      -------            -------
                                                           (IN THOUSANDS)
REGION: (1)
United States                                         $33,929            $36,237
Other Americas                                          1,368              2,995
Europe                                                  3,531              3,349
Asia                                                      796              1,153
                                                      -------            -------
     Total sales                                      $39,624            $43,734
                                                      =======            =======

----------
(1)  Sales  are  attributed  to  geographic  regions  based on the  location  of
     customers.  No single foreign country accounted for greater than 10% of our
     sales.

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002

     IN THE FOLLOWING DISCUSSION, CERTAIN INCREASES OR DECREASES MAY DIFFER DUE
TO ROUNDING.

NET SALES.  Sales  decreased by $4.1 million,  or 9.4%, to $39.6 million for the
three months ended March 31, 2003, from $43.7 million for the three months ended
March 31, 2002.  The decrease in sales was primarily  attributable  to continued
difficulties  in sales to the specialty  dealer  channel and in sales to Canada,
Asia and Latin America.  Slowness in the specialty  dealer channel was offset by
better results from big-box retailers.

U.S.  sales  decreased by $2.3 million,  or 6.4%, to $33.9 million for the three
months ended March 31, 2003, from $36.2 million for the three months ended March
31, 2002.  International  sales  decreased by $1.8  million,  or 24.0%,  to $5.7
million for the three  months  ended March 31,  2003,  from $7.5 million for the
three months  ended March 31,  2002.  Sales growth in Europe was offset by lower
sales in Asia, the delayed reset by a major Canadian retailer,  and a changeover
of distribution partners in Latin America.

COST OF GOODS SOLD.  Cost of goods sold  decreased by $0.4 million,  or 1.6%, to
$26.8 million for the three months ended March 31, 2003,  from $27.2 million for
the three months ended March 31, 2002. As a percent of sales, cost of goods sold
increased to 67.6% for the three months ended March 31, 2003, from 62.2% for the
three months ended March 31, 2002.  This  increase was  primarily  due to higher
levels of markdown  required  to clear  end-of-life  inventory  into a difficult
market as well as $0.4 million in restructuring costs in Germany.

SALES AND MARKETING  EXPENSES.  Sales and marketing  expenses  increased by $0.2
million,  or 2.1%,  to $7.4  million for the three  months ended March 31, 2003,
from $7.2 million for the three  months  ended March 31,  2002.  As a percent of
sales,  sales and  marketing  expenses  increased  to 18.7% for the three months
ended March 31, 2003, from 16.6% for the three months ended March 31, 2002. This
increase as a percent of sales was primarily  due to additional  cost related to

                                                                              11
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<PAGE>
the  acquisitions  of NHT  and  SimpleDevices.  Restructuring  costs,  increased
freight costs, and Canadian duty also contributed to this increase.

GENERAL  AND  ADMINISTRATIVE  EXPENSES.   General  and  administrative  expenses
increased by $0.8 million,  or 16.6%, to $5.4 million for the three months ended
March 31, 2003,  from $4.6 million for the three months ended March 31, 2002. As
a percent of sales,  general and administrative  expenses increased to 13.7% for
the three  months  ended March 31,  2003,  from 10.7% for the three months ended
March 31, 2002. This increase  includes nearly $0.8 million of costs incurred to
close Rockford's Japanese subsidiary. The remaining increase is due primarily to
the acquisitions of NHT and SimpleDevices.

RESEARCH AND DEVELOPMENT  EXPENSES.  Research and development expenses increased
by $1.3 million,  or 128.9% to $2.2 million for the three months ended March 31,
2003,  from $1.0 million for the three months ended March 31, 2002. As a percent
of sales, these expenses increased to 5.6 % for the three months ended March 31,
2003,  from 2.2% for the three  months  ended March 31,  2002.  The  increase is
primarily due to increased  personnel and product  development costs relating to
SimpleDevices  and NHT.  Also,  there was an increase in legal costs  associated
with the defense of the Fiori patent matter discussed in our prior SEC filings.

OPERATING (LOSS) INCOME.  Operating (loss) income decreased by $5.9 million,  or
160.6%,  to a $(2.2) million loss for the three months ended March 31, 2003 from
$3.7 million  income for the three months ended March 31, 2002.  As a percent of
sales,  operating  (loss) income decreased to a (5.6)% loss for the three months
ended March 31,  2003,  from a 8.3% income for the three  months ended March 31,
2002.  This  decrease  is the  result  of  costs  related  to  restructuring  in
Rockford's U.S., German and Japanese operations,  higher cost structures related
to NHT and  SimpleDevices  businesses  acquired during the last quarter of 2002,
and the overall decline in mobile audio sales during the quarter.

INTEREST AND OTHER (INCOME)  EXPENSE,  NET. Interest and other (income) expense,
net,  primarily  consists of interest  expense  and  currency  gains and losses.
Interest and other (income) expense,  net, decreased by $0.3 million, or 126.1%,
to less than $(0.1)  million  income for the three  months  ended March 31, 2003
from $0.2 million expense for the three months ended March 31, 2002. An increase
in  interest  expense,  primarily  due to the  increased  balance of our line of
credit resulting from decreased  operating income, was offset by gains resulting
from the effect of foreign currency  exchange rate changes on our  international
sales.

INCOME TAX (BENEFIT)  EXPENSE.  Income tax (benefit)  expense  decreased by $2.3
million, or 181.2%, to a $(1.0) million benefit for the three months ended March
31, 2003, from a $1.3 million expense for the three months ended March 31, 2002.
The  effective  income tax rates were 48.4% for the three months ended March 31,
2003,  and 37.2% for the three  months  ended  March 31,  2002.  The tax benefit
recorded  during the three  months ended March 31, 2003 was  primarily  due to a
$0.9  million tax benefit  related to the  substantial  closure of our  Japanese
subsidiary,  partially offset by a net loss from  SimpleDevices for which no tax
benefit was recorded.

LIQUIDITY AND CAPITAL RESOURCES

We have financed our business  primarily using existing  working  capital,  cash
flows from operations,  the proceeds from our initial public offering,  and bank
borrowings.  On June 28, 2001, we entered into a $30.0 million  revolving credit
facility with Bank of America,  N.A. and Bank One, Arizona,  N.A. We had working
capital  of $61.1  million  at March 31,  2003,  compared  to $52.4  million  at
December 31, 2002.  At March 31, 2003,  we  maintained $ 0.3 million of cash and
cash equivalent balances.

                                                                              12
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<PAGE>
As at March 31,  2003,  we had a balance of $19.0  million on our $30.0  million
bank credit facility, which is collateralized by substantially all of our assets
and consists of a swing line-of-credit and a revolving line of credit. The swing
line of credit has a blended  variable  interest rate per annum of Prime plus 75
basis points.  The revolving line of credit has a blended variable interest rate
of LIBOR plus 225 basis points.  As of March 31, 2003, the bank credit  facility
had a  weighted  average  interest  rate of 2.91%  per  annum.  The bank  credit
facility is  scheduled  to mature on June 28,  2004.  The bank  credit  facility
contains  provisions that, among other things,  require that we maintain certain
minimum levels of EBITDA and debt service  coverage and also limit the amount of
total  debt   incurred  and  annual   capital   expenditures.   Because  of  the
restructuring  expenses referred to above and excess capital investment relating
to  SimpleDevices,  we were out of compliance at March 31, 2003, with one of the
financial covenants in our bank line of credit, relating to the minimum required
consolidated  fixed  charge  coverage  ratio.  The actual  ratio was 1.4 and the
required ratio was 2.0. Our banks have agreed to waive this  non-compliance  for
March 31, 2003,  and have agreed to modify the  financial  covenants in our loan
agreement so that,  based on our  expectations  for revenues and expenses in the
remainder  of  2003,  we  anticipate  we will be in  compliance  with  our  bank
covenants during the remainder of 2003 and thereafter.  In connection with these
modifications,  we  have  agreed  to  report  to the  banks  monthly  about  our
compliance with the covenants (previously we reported quarterly),  have added an
additional  covenant  requiring that our Consolidated  EBITDA achieve  specified
levels,  and have agreed to increases in the interest  rate on our loans so that
the swing line of credit will have a blended variable interest rate per annum of
Prime plus 100 basis points  (increasing from 75 basis points) and the revolving
line of credit  will have a blended  variable  interest  rate of LIBOR  plus 300
basis points  (increasing  from 225 basis points).  We do not believe that these
terms will materially change Rockford's results of operations.

We also have a $5.0 million  capital  lease credit  facility  under which we can
fund leases until June 28, 2003,  at which time the  availability  to enter into
additional  leases  expires.  We use the capital  lease credit  facility for the
purchase of capital equipment under agreements  structured as three-year capital
lease  obligations.  As at March 31, 2003, the capital lease credit facility had
an outstanding balance of $2.1 million with a weighted-average  interest rate of
5.70% per annum.

Net cash (used in) provided by operating  activities  was $(8.9) million for the
three months  ended March 31, 2003,  and $0.5 million for the three months ended
March 31, 2002. Cash (used in) provided by operating activities is less than net
(loss) income due to the effect of increasing accounts receivables,  inventories
and prepaid expenses, which was only partially offset by an increase in accounts
payable and other accrued expenses.

Net cash used in investing  activities  was $(2.0)  million for the three months
ended March 31,  2003,  and $(1.8)  million for the three months ended March 31,
2002. Net cash used in investing  activities was primarily  related to purchases
of property and equipment.

Net cash  provided by (used in) financing  activities  was $10.5 million for the
three months ended March 31,  2003,  and less than $(0.1)  million for the three
months ended March 31, 2002.  Net cash provided by financing  activities  during
the three  months  ended March 31,  2003,  was  primarily a result of  increased
borrowings on our bank credit  facility,  which was partially offset by payments
on capital leases.

We believe our existing  resources and anticipated  cash flows from  operations,
coupled with availability on our credit facility, will be sufficient to meet our
cash needs for the next twelve months.  However, should we pursue an acquisition
larger than our existing  resources can support,  we may need to seek additional
debt or equity  resources.  Based on the  modifications  to our credit  facility
agreed with our banks and described  above,  we do not expect the changes to our
credit  facilities  to have a  material  effect on our  ability to meet our cash
needs.

                                                                              13
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<PAGE>
CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The methods,  estimates and judgments we use in applying our accounting policies
have a significant impact on the results we report in our consolidated condensed
financial  statements.  We evaluate our  estimates  and judgments on an on-going
basis. We base our estimates on historical  experience and  assumptions  that we
believe to be reasonable under the circumstances. Our experience and assumptions
form the  basis  for our  judgments  about  the  carrying  value of  assets  and
liabilities that are not readily apparent from other sources. Actual results may
vary from what we anticipate and different  assumptions  or estimates  about the
future could change our reported  results.  We believe the following  accounting
policies  are the  most  critical  to us,  in that  they  are  important  to the
portrayal  of our  financial  statements  and they  require our most  difficult,
subjective or complex judgments in the preparation of our consolidated financial
statements:

REVENUE RECOGNITION.  We recognize revenue pursuant to Staff Accounting Bulletin
No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS.  Accordingly, we recognize
revenue and record sales,  net of related  discounts,  when all of the following
criteria are met:

     o    Persuasive evidence of an arrangement exists;
     o    Ownership has transferred to the customer;
     o    The price to the customer is fixed or determinable; and
     o    Collectibility is reasonably assured.

We sell almost all of our products F.O.B. our facility, so that upon shipment of
products, the above criteria are met and revenue is recognized. Additionally, we
recognize  revenue  from the  sale of  software  in  accordance  with SOP  97-2,
SOFTWARE  REVENUE  RECOGNITION.  Revenue is recorded from packaged  software and
license fees when  persuasive  evidence of an arrangement  exists,  the software
product has been shipped, the fees are fixed and determinable, collectibility is
reasonably assured and  vendor-specific  objective evidence of fair value exists
for any undeliverable products or services ("elements") of the arrangement.

We also  record  reductions  to  revenue  for  estimated  customer  returns  and
additional sales incentive offerings such as growth and volume incentive rebates
and prompt pay discounts based on historical rates.  Should a greater proportion
of customers return product or redeem  incentives than we estimate,  we may need
to make additional reductions to revenue.

INTANGIBLE  ASSETS.  On January  1, 2002,  we  adopted  Statement  of  Financial
Accounting  Standards (SFAS) No. 141, BUSINESS  COMBINATIONS,  and SFAS No. 142,
GOODWILL AND OTHER INTANGIBLE ASSETS. When we account for acquired businesses as
purchases, we allocate purchase prices to the assets,  definite-lived intangible
assets,  and  liabilities  acquired  based on the  estimated  fair values on the
respective  acquisition  dates. Based on these values, any excess purchase price
over the fair value of the net assets acquired is allocated to goodwill

Prior to January 1, 2002,  we  amortized  goodwill  over the useful  life of the
underlying  asset,  not to  exceed  15  years.  On  January  1,  2002,  we began
accounting  for goodwill  under the  provisions  of SFAS Nos. 141 and 142. As at
March 31, 2003, we had gross goodwill of $7,401,000 and accumulated amortization
of  $374,000.  For the three  months  ended March 31, 2003 and 2002,  we did not
recognize   amortization   expense   related  to  goodwill.   We  completed  two
acquisitions  in the third  quarter of 2001 and two  acquisitions  in the fourth
quarter of 2002 and have not recorded any amortization for these acquisitions on
amounts allocated to goodwill in accordance with SFAS No. 141.

                                                                              14
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<PAGE>
In assessing the recoverability of our goodwill and other  intangibles,  we must
make  assumptions  about  estimated  future  cash  flows  and other  factors  to
determine the fair value of the respective  assets.  If these estimates or their
related  assumptions  change  in  the  future,  we  may be  required  to  record
impairment  charges for these assets not  previously  recorded.  Some factors we
consider  important  which  could  trigger  an  impairment  review  include  the
following:

     o    Significant   underperformance  relative  to  expected  historical  or
          projected future operating results;
     o    Significant changes in the manner of our use of the acquired assets or
          the strategy for our overall business;
     o    Our market capitalization relative to net book value; and
     o    Significant negative industry or economic trends.

We have tested goodwill for impairment using the two-step process  prescribed in
SFAS No. 142.  The first step is a screen for  potential  impairment,  while the
second step  measures the amount of the  impairment,  if any. We  performed  the
first of the required impairment tests for goodwill as at December 31, 2002, and
determined  that  our  goodwill  is not  impaired  and it is  not  necessary  to
undertake the second step in the two-step process. During the three months ended
March 31,  2003 and 2002,  we did not record any  impairment  losses  related to
goodwill and other intangible assets.

ALLOWANCE FOR DOUBTFUL ACCOUNTS. We maintain an allowance for doubtful accounts,
based on historical  rates, 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 might be required.

EXCESS AND OBSOLETE INVENTORY.  We maintain a reserve for estimated obsolescence
or unmarketable  inventory equal to the difference between the cost of inventory
and the estimated  market value based upon  assumptions  about future demand and
market  conditions.  If  actual  future  demand or  market  conditions  are less
favorable  than those we  project,  additional  inventory  write-downs  might be
required. Any change to the reserve arising from forecast revisions is reflected
in cost of sales in the period the revision is made.

WARRANTY.  We maintain a warranty reserve,  based on historical rates, for costs
associated  with the repair or  replacement  of  product  that fails to meet our
standard  warranty  against defects in material and  workmanship.  Should actual
product  failure  rates differ from our  estimates,  revisions to our  estimated
accruals would be required.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary  market risk  exposures  are in the areas of interest  rate risk and
foreign  currency  exchange  rate  risk.  We do  not  use  derivative  financial
instruments.  Our  holdings of cash  equivalents  are  subject to interest  rate
fluctuations,  but we  believe  this risk is  immaterial  due to the  short-term
nature of these investments and the relatively small cash balances we carry.

The value of the U.S. dollar affects our financial results.  Changes in exchange
rates may positively or negatively affect our revenues, gross margins, operating
expenses and shareholders'  equity as expressed in U.S.  dollars.  Historically,
our exposure to currency  exchange rate  fluctuations was modest due to the fact
that we sold our  products  primarily  in U.S.  dollars  and  held  only a small

                                                                              15
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<PAGE>
percentage of our assets outside the U.S. However,  we conduct a growing portion
of our  business in foreign  currency and are  increasing  our billings in local
currencies in Canada and Europe.

At  March  31,  2003,  we had  not  engaged  in  any  foreign  currency  hedging
activities,  but instead  have  attempted  to minimize  currency  exposure  risk
through "natural hedges," which balance foreign  denominated assets with foreign
denominated liabilities. There can be no assurance that such an approach will be
successful,  especially if a significant  and sudden decline occurs in the value
of local  currencies.  During the first  quarter of 2003 our Board of  Directors
approved  and we began to  implement  a new  foreign  currency  hedging  policy,
although no hedging activity  occurred in the first quarter of 2003. The goal of
the program is to provide  stability to the U.S.  dollar values of  non-function
currency cash flows.  Although it is impossible to eliminate all currency  risk,
implementation  of this program should mitigate the risk of significant  changes
in our earnings due to short-term foreign exchange fluctuations.

ITEM 4. CONTROLS AND PROCEDURES

Our principal  executive officer and principal  accounting  officer reviewed our
disclosure  controls and  procedures  during the last 90 days in order to comply
with the SEC's requirements for certification of this Form 10-Q.

Since we became public we have maintained a disclosure policy  committee,  which
currently  includes our CEO, CFO,  Director of Finance,  Treasurer,  Director of
Investor Relations, and General Counsel. Our officers,  directors, and employees
are  responsible  to inform the committee  about  material  developments  in our
business so that the  committee can decide when we need to make new filings with
the SEC or make  disclosures  to the public  markets about  developments  in our
business.

The disclosure  policy committee,  other senior managers,  and our finance staff
are responsible for preparation of our periodic  reports.  Our finance staff and
senior managers:

     o    monitor our operations and financial performance on a regular basis,
     o    evaluate how our performance may affect our reports to the SEC, and
     o    schedule preparation of our periodic reports.

We use our Oracle information  system to develop the financial  information used
in our reports beginning shortly after the end of each reporting period. Members
of our finance staff and our senior managers compile this  information,  as well
as reports about our business from our officers,  directors,  and employees, and
use the compiled  information  to prepare our reports to the SEC. Our procedures
have  allowed  us to file our  reports  within  the times  that the SEC's  rules
require.

We are currently  evaluating what changes will be needed to meet the accelerated
time frames the SEC recently  adopted.  We do not  anticipate  material  changes
other  than  slightly   accelerated   internal   deadlines  for  compilation  of
information  and  preparation  of initial  drafts.  We are also currently in the
process of  establishing  an enhanced  internal  control  process,  including an
additional internal auditor, to further enhance our internal controls.

Based on their review of our  disclosure  controls and  policies,  our principal
executive officer and principal accounting officer concluded that our disclosure
controls and  procedures are effective and that they allow us to comply with our
periodic  reporting  obligations.  We believe  the  reports we have filed are in
compliance with the SEC's requirements.

                                                                              16
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<PAGE>
We have not made significant changes to our internal controls, and are not aware
of changes in other  factors that could  significantly  affect  these  controls,
since our principal executive officer and principal  accounting officer reviewed
our disclosure controls and procedures.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Since the date of our Annual  Report  for the year  2002,  filed with the SEC on
March 7, 2003, there have been no additional material developments in connection
with the patent claim described in the Legal  Proceedings  section of our Annual
Report.

We are and may continue to be a party to various lawsuits and arbitrations  from
time to time. As at March 31, 2003, we were not a party to any legal proceedings
that we believe are material,  other than the effect of the expenses  associated
with the Fiori patent matter described in our Annual Report for the year 2002.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Because of the restructuring  expenses and excess capital investment relating to
SimpleDevices,  we were out of  compliance  at March 31,  2003,  with one of the
financial covenants in our bank line of credit, relating to the minimum required
consolidated  fixed  charge  coverage  ratio.  The actual  ratio was 1.4 and the
required ratio was 2.0. We have discussed this non-compliance with our banks and
our banks have  waived  this  non-compliance  on terms  described  above.  For a
description of the terms for the waiver, please see Part I, Item 2, Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations,
Liquidity  and  Capital  Resources.  We  are  in  compliance  with  all  payment
obligations under our bank line of credit and other credit facilities.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          Exhibit
          Number                Description of Document
          ------                -----------------------
           3.1     Articles of Incorporation+
           3.2     Restated Bylaws as amended through July 27, 2000++
           3.3     Amendment to Articles of Incorporation filed on January 12,
                   1988+
           3.4     Amendment to Articles of Incorporation filed on May 12,
                   1999+
           3.5     Amendment to Articles of Incorporation filed on May 17,
                   1999+
           3.7     Amendment to Articles of Incorporation filed on July 1,
                   1999+
           4.1     Specimen Common Stock Certificate+

                                                                              17
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<PAGE>
           4.2     Reference is made to the Articles of Incorporation, as
                   amended, and the Restated Bylaws, as amended, filed as
                   Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.7 for a description
                   of the rights of the holders of Common Stock.
          99.9     Risk Factors That May Affect Rockford's Operating Results,
                   Business Prospects and Stock Price+++

+    Previously filed with our registration statement on Form S-1, which the SEC
     declared effective on April 19, 2000 and/or amendments
++   Previously  filed on August 11, 2000 with our Quarterly Report on Form 10-Q
     for the quarter ended June 30, 2000.
+++  Previously  filed on March 7, 2003, with our Annual Report on Form 10-K for
     the year ended December 31, 2002.

(b)  During the period from January 1, 2003,  through  March 31, 2003,  Rockford
     filed the following reports on Form 8-K:

     February 20, 2003

     Report  disclosing  on  Item 9 that  Rockford  had  issued  a news  release
     regarding  Rockford's results of operations for the 4th Quarter of 2003 and
     for the year 2003. This report  furnished a copy of the press release under
     Item 9 of Form 8-K.

     March 7, 2003

     Report  disclosing on Item 9 that our CEO and CFO had certified  Rockford's
     annual report as required by Section 906 of the Sarbanes-Oxley Act of 2002.
     This report furnished a copy of the certification under Item 9 of Form 8-K.


SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                       ROCKFORD CORPORATION

Date: May 14, 2003                     By: /s/ James M. Thomson
                                           -------------------------------------
                                           James M. Thomson
                                           Vice President of Finance,
                                           Chief Financial Officer and Secretary
                                           (Principal Financial Officer
                                           and Duly Authorized Officer)

                                                                              18
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<PAGE>
CERTIFICATIONS

I, W. Gary Suttle, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Rockford Corporation;

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

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

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

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

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

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

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

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

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

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6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 14, 2003
                                        /s/ W. Gary Suttle
                                        ----------------------------------------
                                        W. Gary Suttle
                                        President and CEO
                                        Principal Executive Officer

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I, James M. Thomson, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Rockford Corporation;

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

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

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

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

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

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

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

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

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

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     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date: May 14, 2003
                                        /s/ James M. Thomson
                                        ----------------------------------------
                                        James M. Thomson
                                        Chief Financial Officer
                                        Principal Financial Officer

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