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NOTE A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 of America for financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended October 4, 2003 are not necessarily indicative of the results that may be expected for the twelve months ending January 3, 2004. The Company has historically recorded its highest sales in the fourth quarter. Certain prior year amounts have been reclassified in order to conform to the current year presentation. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 28, 2002.

NOTE B - Acquisition of Costa Del Mar Sunglasses, Inc. ("Costa Del Mar")
On April 22, 2003, the Company completed the acquisition of all of the outstanding shares of Costa Del Mar, a designer, manufacturer and wholesaler of high quality, high-performance polarized sunglasses. The acquisition of Costa Del Mar is part of the Company's strategy of becoming a leading designer and marketer of branded personal and business accessories. Costa Del Mar was a privately held company founded in Florida in 1983. The excess of the purchase price over the fair value of the net assets acquired approximated $3.4 million, which will not be deductible for income tax purposes. The acquired intangible, the Costa Del Mar trade name, is deemed to have an indefinite life and will not be amortized. The results of operations of Costa Del Mar since April 21, 2003 are included in the consolidated statements of operations of the Company. Costa Del Mar will be reported in the optical segment of the Company.

The following is the allocation of the purchase price of Costa Del Mar:

The following unaudited pro forma summary financial information summarizes the estimated combined results of operations of the Company and Costa Del Mar assuming that the acquisition had taken place on December 30, 2001. The unaudited pro forma combined results of operations were prepared on the basis of information provided to the Company by the former management of Costa Del Mar.

NOTE C - Restructuring Charges
In 2000, the Company's Board of Directors approved a plan to restructure the Company's domestic and international writing instrument operations. As part of this restructuring plan, the Company consolidated all writing instrument manufacturing and distribution at its headquarters in Lincoln, Rhode Island, closed its Irish facility and reorganized its European operations. There was no change to the estimated expenses related to this restructuring plan in 2003.

The following is a tabular presentation of the restructuring liabilities related to this plan:

On July 24, 2003, the Company announced a corporate restructuring program designed to increase the Company's competitiveness in the global marketplace by significantly reducing operating costs and freeing additional capital for product development and diversification as well as marketing and brand development.

Management intends to phase in the reorganization over several years. As part of this program, a number of the writing instrument manufacturing departments will be moved offshore. Each succeeding step of the process will be fully dependent on the newly sourced product achieving the high quality standards expected of every Cross product. Approximately 80 manufacturing positions in Lincoln, Rhode Island will be affected in 2003 as part of the initial phase of this plan.

In addition, over 80 global non-manufacturing positions will be eliminated in 2003 and early 2004 as part of the program to consolidate and reduce administrative expenses.

The Company expects to incur pre-tax restructuring charges of approximately $6.5 million that will be incurred over the life of the program, assuming full implementation. Of this $6.5 million, approximately $5.5 million will be for severance and related expenses and approximately $1.0 million for professional fees and other. Approximately $2.5 million, of which $1.9 million will be for severance and related expenses and $0.6 million for professional fees and other, is expected to be recognized in 2003.

Of the $1,650,000 restructuring charges incurred through October 4, 2003, approximately $1.5 million was for severance and related expenses and $142,000 was for professional fees and other.

The following is a tabular presentation of the restructuring liabilities related to the initial phase of this plan:

With the acquisition of Costa Del Mar in the second quarter of 2003, the Company now has two reportable segments; Writing Instruments and Accessories ("WI&A") and Optical. The Company evaluates segment performance based upon profit or loss from operations before income taxes. Following is the segment information for the Company for the three and nine month periods ended October 4, 2003 and September 28, 2002:

NOTE E - Comprehensive Income
Comprehensive income for the three and nine month periods ended October 4, 2003 and September 28, 2002 follows:

NOTE F - Stock Option Accounting
The Company has elected to account for stock options in accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," which uses the intrinsic value method of accounting. Accordingly, the Company has not recognized compensation expense for the value of its stock-based awards in its condensed consolidated statements of operations. The following table reflects pro forma net income (loss) and earnings (loss) per share had the Company elected to record expense for employee stock options under Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock Based Compensation."

NOTE G - Line of Credit
The Company maintains a $25 million unsecured line of credit with a bank. During the second quarter of 2003 the Company renegotiated the loan agreement with the bank. The renegotiated agreement requires the Company to meet certain covenants. The most restrictive covenant is that over the next three fiscal years the Company can not incur extraordinary charges, as defined by the bank, in excess of approximately $6.5 million. There is also a restriction on the Company's ability to grant a security interest in its assets. Any amounts borrowed under this agreement are payable on demand. Under this agreement, the Company has the option to borrow either at the bank's prime lending rate or at one percent per annum in excess of the London Interbank Offering Rate. This agreement is cancelable at any time by the Company or the bank. During the second quarter of 2003, the Company borrowed approximately $10 million on this line of credit, primarily to finance the acquisition of Costa Del Mar. On May 23, 2003, $9 million of this amount was converted into a five-year term note incurring interest at a rate of London Interbank Offering Rate plus 75 basis points.

On October 4, 2003, approximately $8.6 million of the $9 million converted debt was outstanding, of which $7.2 million was classified as long-term debt, less current maturities and $1.4 million was classified as current maturities of long-term debt. The outstanding balance of notes payable to banks at October 4, 2003 was approximately $2.3 million.

NOTE H - Derivative Financial Instruments
During the second quarter of 2003, the Company entered into an interest rate swap agreement with an initial notional amount of $9 million and a term of five years. This swap effectively fixes the interest rate on the Company's five-year term note at 4.15%. The terms of the swap and the term note being hedged match, and the Company qualifies for the "shortcut" treatment under SFAS 133 "Accounting for Derivative Instruments and Hedging Activities" and the related amendments and interpretations. Amounts paid or received under this swap agreement are recorded as adjustments to interest expense. This swap has been designated as a cash flow hedge and the effect of the mark-to-market valuation that relates to the effective amount of the derivative financial instrument is recorded as an adjustment, net of tax, to accumulated other comprehensive loss. From inception to October 4, 2003, the effect of the mark-to-market valuation, net of tax, was an unrealized loss of approximately $91,000.

NOTE I - Goodwill and Other Intangible Assets
The Company accounts for intangible assets, including goodwill, under SFAS No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill is tested for impairment annually or when an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount, and write downs may be necessary. As a result of the Costa Del Mar acquisition in the second quarter of 2003, approximately $3.5 million of additional goodwill was capitalized during fiscal 2003. At October 4, 2003, the carrying value of all goodwill was approximately $7.4 million.

Other intangibles consisted of the following:

NOTE J - New Accounting Pronouncements
In July 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," and nullified Emerging Issues Task Force ("EITF") Issue No. 94-3. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, whereas EITF No 94-3 had recognized the liability at the commitment date to an exit plan. The Company adopted this statement effective January 1, 2003. The restructuring plan entered into in July has been accounted for in accordance with FAS No. 146.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based Compensation - Transition and Disclosure." SFAS No. 148 is an amendment of SFAS No. 123, "Accounting for Stock Based Compensation," and APB Opinion No. 28, "Interim Financial Reporting." SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation and amends the disclosure requirements. The Company is reviewing SFAS No. 148 and has not yet made a decision on the adoption of the fair value method of recording stock options. The Company has adopted the disclosure requirements of SFAS No. 148.

NOTE K - Stock Repurchase Plan
In fiscal 2001, the Company's Board of Directors authorized the repurchase of up to 10% of the Company's outstanding Class A common stock. This plan was completed in October 2002. A total of 1,499,967 shares were purchased under this plan for approximately $10.2 million at an average price per share of $6.78.

On October 23, 2002, the Company's Board of Directors authorized a new plan to repurchase up to an additional 10% of the outstanding Class A common stock. Under this new plan, the Company plans to purchase approximately 1.4 million shares of stock on the open market, subject to regulatory considerations, from time to time, depending on market conditions. At December 28, 2002, the Company had repurchased 180,000 shares under this new plan for approximately $1.1 million at an average price per share of $6.09. In the first quarter of 2003, the Company repurchased 260,000 shares for approximately $1.4 million at an average price per share of $5.25. In the second quarter of 2003, the Company repurchased 135,000 shares for approximately $693,000 at an average price per share of $5.13. In the third quarter of 2003, the Company repurchased 94,500 shares for approximately $521,000 at an average price per share of $5.52.

Repurchased shares will be held as treasury stock and will be available for general corporate purposes including but not limited to employee benefit plans, strategic acquisitions and alliances.

NOTE L - Contingencies
On or about April 21, 2000, the Company, certain officers and directors of the Company and others were named as defendants in an action filed in the United States District Court for the District of Rhode Island. The suit, which is brought by a purchaser of the Company's Class A common stock, alleges that the defendants violated Federal securities laws by making material misstatements and omissions in the Company's public filings and statements relating to the Company's former Pen Computing Group business. The suit seeks class action status including all purchasers of the Company's Class A common stock between September 17, 1997 and April 22, 1999. The damages sought are unspecified.

On June 30, 2000, the Company filed a Motion to Dismiss the action in the United States District Court in Rhode Island. The United States District Court for the District of Rhode Island granted the Company's Motion to Dismiss in June 2001. In July 2001, the Plaintiff filed an appeal with the First Circuit Court of Appeals. The appeal was before the First Circuit Court of Appeals. Oral argument was held February 8, 2002.

On March 20, 2002, the Court of Appeals for the First Circuit issued a judgment affirming the dismissal of all claims asserted against the W. Russell Boss Jr. Trust A, W. Russell Boss Jr. Trust B and W. Russell Boss Jr. Trust C and reversing the District Court's dismissal of the Section 10(b) and 20(a) claims asserted against the Company and the named individual defendants. The Court of Appeals' ruling was limited to a finding that the plaintiff's complaint had satisfied the pleading requirements of the Private Securities Litigation Reform Act of 1995; the Court did not opine on the merits of plaintiff's claims. The Company maintains that the claims are without merit and continues to vigorously defend the litigation.

In 1998, the Company received a Letter of Responsibility ("LOR") from the Rhode Island Department of Environmental Management ("DEM"). The LOR stated that analytical results indicated elevated levels of volatile organic compounds at several sites on the Company's property and requested that the Company conduct a site investigation to identify the source. The Company retained an environmental consulting firm to perform the site investigation and develop remedial action alternatives. The DEM has accepted these remediation proposals, and remediation activities began in 2001. Remediation activities are ongoing and have resulted in a reduction in contamination in the groundwater.

In June 2002 the United States Environmental Protection Agency ("EPA") served the Company with a Notice of Potential Liability and Request for Information regarding the J.M. Mills Landfill, which is part of the Peterson/Puritan Superfund site in Cumberland, Rhode Island. The Notice also requests that the Company pay past and future costs associated with the site. To date, approximately sixty entities have received Notice Letters from the EPA relative to the site. The Company filed its response in October 2002.

The Company is also named as one of approximately sixty defendants in a contribution suit brought by CCL/Unilever relating to the J.M. Mills Landfill site. These complaints allege that the Company is liable under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") for contribution for past and future costs incurred at the site. Past and future costs (excluding the required remedy) are estimated at $3 million to $5 million. No discovery has been taken to date.

The Company is involved in various litigation and legal matters that have arisen in the ordinary course of business. To its knowledge, management believes that the ultimate resolution of any existing matter will not have a material adverse effect on the Company's consolidated financial position or results of operations.

Net sales for the third quarter of 2003 were $31.3 million, an increase of 7.6% compared to $29.1 million in the third quarter of 2002. Revenue from writing instruments and accessories declined 3.2% to $28.1 million while sales by Costa Del Mar were $3.2 million in the third quarter of 2003. Costa Del Mar was acquired in April of 2003.

Writing instruments and accessories revenue in the Americas region declined 9.0% to $15.9 million. This decline was entirely attributable to a 16.2% decrease in the Company's U.S. retail division due largely to the timing of a significant national account order that was shipped in the third quarter of last year as compared to October of the current year. Excluding the impact of this national account order, the domestic retail business would have been flat in the third quarter. Partially offsetting the domestic retail decline in the Americas was a 6.3% increase in the domestic corporate gift business and a 7% increase in the international regions of the Americas (Canada and Latin America).

The Europe, Middle East and Africa ("EMEA") region writing instrument and accessory sales of $7.2 million was essentially even with last year's third quarter. Business gift sales increased 2.1% while retail sales decreased 2.0%. Excluding the favorable impact of foreign exchange, EMEA revenue declined approximately 7.8% during the third quarter of 2003 as compared to the same period of 2002. Poor economic conditions in Europe and the Middle East had a negative impact on sales volume in the quarter.

Sales of writing instrument and accessory products of $4.3 million in the Asian markets were 11.1% higher in the third quarter of 2003 compared to the same period of 2002. Retail sales increased 12.6% and business gift sales increased 6.1%. Cross Company Japan, our largest subsidiary in this region, reported an approximate 14% sales improvement in the third quarter compared to 2002. Foreign currency translation did not have a significant impact on Asian sales in the quarter.

OEM revenue, which includes writing instruments and digital pens, increased 48.2% to $735,000 and represented 2.6% of total writing instruments and accessory revenue in the third quarter of 2003 compared to 1.7% in the third quarter on 2002. OEM revenue from traditional writing instruments increased 46.6% compared to 2002 due to increased business from a large luxury retail customer and the effect of new customers. OEM revenue from digital pens for Tablet PC products was $55,000 in the third quarter of 2003 compared to $32,000 in 2002.

Costa Del Mar revenue of $3.2 million in the third quarter of 2003 was incremental to the Company as Costa Del Mar was acquired on April 21, 2003.

Gross margin of 50.7% was 1.4 PP less than last year's third quarter margin of 52.1%. Writing instrument and accessory margins declined by 2.1 PP due to several factors, including lower sales volume in the quarter, unfavorable product mix, the highly competitive retail and corporate gift environment in the quarter and a change in servicing the Canadian market from direct sales to a distributor market. This decline was partially offset by Costa Del Mar's margin contribution.

Selling, General and Administrative ("SG&A") expenses in the quarter of approximately $13.9 million were 12.8% higher than last year. The increase was due to the inclusion of Costa Del Mar's SG&A expenses in the quarter as writing instrument and accessory SG&A expenses were flat with the third quarter of 2002.

Research and Development ("R&D") expenses in the third quarter of 2003 were lower than the comparable 2002 period by 25% largely due to the timing of projects and cost reductions of prototype tooling. These results were not impacted by Costa Del Mar, which had no R&D expenses.

Service and Distribution ("S&D") costs were 65% higher than the comparable period last year. Writing instrument and accessory product S&D costs were 55% higher than prior year levels. Writing instrument and accessory S&D was adversely affected by higher distribution costs including consolidated shipping programs for certain national accounts which enable the Company to ship to a few regional distribution centers as opposed to drop shipping to a large number of individual stores nationwide. In addition, a new national account was added to this program in 2003. Writing instrument and accessory S&D costs were also adversely affected by the timing of slightly higher warranty costs. Costa Del Mar's S&D costs of approximately $80,000 were all incremental to 2002.

The Company recorded $1.7 million in the third quarter of 2003 related to global restructuring efforts. The restructuring charges incurred in the third quarter were primarily for severance and related expenses.

Interest and other was an expense of $25,000 in the third quarter of 2003, versus income of $231,000 in 2002. There were unrealized losses on trading securities in the third quarter of 2003 of $58,000 as compared to unrealized gains of $12,000 in the third quarter of 2002. In addition, interest income was $79,000 in the third quarter of 2003 compared to $145,000 in the third quarter of 2002. Interest expense was $88,000 in the third quarter of 2003, as compared to $9,000 in the third quarter of 2002, due to the long-term loan.

The effective tax rate for the quarter was 35% compared to the 25% effective tax rate in the third quarter of 2002. The 2002 rate was favorably impacted by greater benefits from operating loss carryforwards and export sales.

Net sales for the nine month period ended October 4, 2003 were $86.5 million, a 3% increase compared to the same period in 2002. Revenue from writing instruments and accessories declined 4.6% to $80.2 million while sales of Costa Del Mar were $6.3 million from the April 21, 2003 acquisition date.

Writing instrument and accessories sales in the Americas region for the nine months were $44.1 million, 7.5% lower than the prior year, as both the domestic retail and business gift markets declined from a year ago. This reflects the softness in the US economy earlier in the year as well as the effect of the timing of a large national account order shipped in October of this year as compared to the third quarter of 2002. The international Americas markets, Canada and Latin America, were essentially flat as compared to a year ago.

EMEA writing instrument and accessory sales for the first nine months of 2003 of $20.7 million were flat as compared to the first nine months of 2002. Business gift sales in the region increased 2.1% offset by a slight decline in retail sales. Excluding the favorable impact of foreign exchange, EMEA revenue declined approximately 10.4% during the first nine months of 2003, as economic conditions in Europe and the Middle East continue to adversely affect EMEA revenue performance.

Asia writing instrument and accessory revenue of $11.8 million declined 5.2% for the first nine months of 2003. An 11.6% decline in retail sales was somewhat offset by a 5.0% increase in business gift sales. Our largest Asian subsidiary, Cross Company of Japan, reported a 13.2% increase in retail sales and a 14.4% increase in business gift sales for the year to date period. This, however, was more than offset by declines in other key Asian markets, including Hong Kong and Taiwan, down 11.6% and 27.8%, respectively. Foreign currency translation favorably impacted sales by approximately 3.4 PP.

OEM revenue from traditional writing instruments of $2.6 million declined 18.9% compared to 2002 as significantly lower sales to a direct marketing customer were partially offset by the addition of new customers, the most significant being Paul Smith, LTD. OEM revenue from digital pens was $997,000 in 2003 as compared to $72,000 in 2002.

Costa Del Mar sales of $6.3 million from the April 21, 2003 date of acquisition through October 4, 2003 were incremental to the Company.

The consolidated gross profit margin for the first nine months of 2003 was 51.2%, 0.9 PP lower than the 52.1% gross margin reported for the comparable prior year period. Writing instrument and accessory product margins declined 1.5 PP, somewhat offset by the more favorable Costa Del Mar gross profit margin. Writing instrument and accessory product margins were unfavorable due largely to the revenue decline and the effect of product mix.

SG&A expenses for the first nine months of 2003 of $39.8 million were 4.1% higher than the prior year. SG&A expenses in 2003 included $2.8 million of incremental SG&A expenses associated with Costa Del Mar. Offsetting this was a $1.2 million, or 3.1% decline in writing instrument and accessory SG&A expenses.

R&D expenses in the first nine months of 2003 were lower than the comparable 2002 period by 11.8% due largely to the timing of projects and cost reductions related to prototype tooling. These results were not impacted by Costa Del Mar, which had no R&D expenses in the period.

S&D costs in the first nine months of 2003 were higher than the comparable 2002 period by 22.0%. Writing instrument and accessories S&D costs were 16.1% higher than the same 2002 period. Writing instrument and accessory S&D was adversely affected by higher distribution costs including consolidated shipping programs for certain national accounts which enable the Company to ship to a few regional distribution centers as opposed to drop shipping to a large number of individual stores nationwide. In addition, a new national account was added to this program in 2003. Writing instrument and accessory S&D expenses were also adversely affected by the timing of slightly higher warranty costs. Costa Del Mar's S&D costs of approximately $140,000 were all incremental to 2002.

The Company recorded a $1.7 million charge related to global restructuring efforts. The restructuring charges incurred were primarily for severance and related expenses. The Company continues to expect that the full year 2003 pretax restructuring charges will be approximately $2.5 million.

The Company recorded an approximate $1 million gain on disposition of asset held for sale. This gain resulted from the June 10, 2003 sale of the Company's former manufacturing facility in Ireland.

Interest and other for the first nine months of 2003 was income of $9,000 as compared to income of $649,000 in 2002. There were unrealized losses on trading securities in the first nine months of 2003 of $90,000 as compared to unrealized gains of $129,000 in the first nine months of 2002. Interest income was 36.1% lower than 2002, due to lower average invested funds and lower interest rates. In addition, interest expense was $164,000 in the first nine months of 2003, as compared to $9,000 in the first nine months of 2002, due to the long-term loan.

The Company recorded income tax benefit of 35% on the loss from operations in the first nine months of 2003, which is the Company's best estimate of the effective tax rate for the full year. In the first nine months of 2002, the Company recorded income tax expense of 27% on the income from operations. The prior year's rate was favorably impacted by greater benefits from operating loss carryforwards and export sales.

Cash, cash equivalents and short-term investments ("cash") decreased approximately $2.2 million from December 28, 2002 to $15.8 million at October 4, 2003. Cash available for domestic operations approximated $400,000, while cash held offshore approximated $15.4 million at October 4, 2003. In 1999, the Company determined that approximately $15 million in undistributed foreign earnings were no longer considered invested indefinitely and recorded a provision for deferred taxes of approximately $5.3 million. This represented the estimated tax associated with these undistributed earnings. As of October 4, 2003, approximately $13 million of these earnings had been repatriated to the United States. At present, management continues to believe that the unremitted foreign earnings for which deferred taxes have not been provided will continue to be permanently invested in the growth of business outside of the United States; hence, no additional deferred taxes were recorded during the first nine months of 2003.< /P>

Accounts receivable decreased since the end of 2002 by approximately $2.6 million to $24.5 million, primarily due to cash collected in January 2003 from customers who took advantage of the Company's 2002 extended dating program. This program allowed certain writing instrument and accessories customers to defer payments on certain 2002 purchases to 2003. This program was similar to holiday season extended dating programs that have been offered in prior years. Offsetting the decrease in writing instruments accounts receivable was the addition of $1.2 million in Costa Del Mar accounts receivable.

Inventory was $18.3 million at October 4, 2003, an increase of approximately $4.9 million since December 28, 2002. A significant portion of this increase was in the writing instrument and accessories segment, reflecting lower writing instrument sales volume as well as planned increases to support programs in the fourth quarter of 2003. In addition, $1.7 million of the increase was due to the inclusion of Costa Del Mar Sunglass inventories.

The Company currently has available a $25 million unsecured line of credit with a bank that provides an additional source of working capital. During the second quarter of 2003, the Company borrowed approximately $10 million on this line of credit primarily to initially finance the acquisition of Costa Del Mar at closing. Of this amount, $9 million was converted into long-term debt. The Company believes that it will generate sufficient cash flow to service and payoff this long-term debt. At October 4, 2003, $8.6 million remained outstanding, $1.4 million of which was classified as current maturities of long-term debt. Notes payable to banks were $2.3 million at October 4, 2003.

In the first nine months of 2003, $1.5 million of restructuring charges were paid related to the restructuring plan the Company initiated in fiscal 2000. Total cash payments to date through October 4, 2003, related to the 2000 restructuring plan, approximated $15.5 million. The total cash portion of the 2000 restructuring will approximate $15.5 million.

As a result of the Company's latest reorganization program announced in 2003, the Company expects to realize general and administrative savings of approximately $4 to $5 million annually beginning in 2004. Assuming the manufacturing plan is fully implemented, a process which is expected to take approximately three years, the Company expects to realize manufacturing cost savings of approximately $5 to $7 million annually upon completion. In connection with this effort, the Company will incur pre-tax restructuring charges of approximately $6.5 million that will be realized over the life of the program, assuming full implementation. Approximately $2.5 million is expected to be recognized in 2003. Of the approximately $1.7 million of restructuring charges incurred as of October 4, 2003, approximately $622,000 were paid and $1,028,000 were accrued.

On October 23, 2002, the Company's Board of Directors authorized a plan to repurchase up to 10% of the outstanding Class A common stock. Under this plan, the Company plans to purchase approximately 1.4 million shares of stock on the open market, subject to regulatory considerations, from time to time, depending on market conditions. At December 28, 2002, the Company had repurchased 180,000 shares under this plan for approximately $1.1 million at an average price per share of $6.09. In the first nine fiscal months of 2003, the Company repurchased 489,500 shares for approximately $2.6 million at an average price per share of $5.27. Subsequent to October 4, 2003, up to the date of this filing, the Company repurchased an additional 5,000 shares of stock for approximately $30,000 at an average price per share of $6.05.

The Company believes that existing cash and funds from operations, supplemented, as appropriate, by the Company's short-term borrowing arrangements, will be adequate to finance its foreseeable operating and capital requirements, the requirements of the Company's restructuring programs, service of its long term debt and the stock repurchase plan. Should operating cash flows in 2003 not materialize as projected, the Company has a number of alternatives to ensure that it will have sufficient cash to meet its operating needs. These alternatives include implementation of strict cost controls on discretionary spending, delaying non-critical research and development and capital projects and delaying the completion of the stock repurchase plan.

For a description of new accounting pronouncements that affect the Company and the status of the Company's implementation thereof, see Note J "New Accounting Pronouncements" to the Company's condensed consolidated financial statements in Item 1 of this Form 10-Q Quarterly Report. None are expected to have a material impact on the Company's consolidated financial position or results of operations.

Statements contained herein that are not historical fact are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, words such as "believes," "anticipates," "expects," "will" and similar expressions are intended to identify forward-looking statements, including but not limited to statements related to anticipated cost savings related to the restructuring and manufacturing transition, the availability of the unsecured line of credit; anticipated sufficiency of available working capital; and the expectation that unremitted foreign earnings for which taxes have not been provided will continue to be permanently invested. The Company cautions that a number of important factors could cause the Company's actual results for fiscal 2003 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements contain a number of ris ks and uncertainties, including, but not limited to, risks associated with the ability of the company to realize and maintain the savings related to the restructuring and manufacturing transition, the uncertainty of the domestic and foreign economies in which the Company operates, the political uncertainty of certain foreign countries in which the Company operates, the uncertainty related to litigation, customer and consumer acceptance of the Company's new and existing product lines, and the Company's ability to control costs. See the Company's Form 10-K for a more detailed discussion of certain of these factors. The Company cannot assure that it will be able to anticipate or respond timely to changes which could adversely affect its operating results in one or more fiscal quarters. Results of operations in any past period should not be considered indicative of results to be expected in future periods. Fluctuations in operating results may result in fluctuations in the price of the Company's common stock . The Company undertakes no obligation to correct or update any forward-looking statements for any reason.

Refer to the Company's annual report on Form 10-K for the twelve month period ended December 28, 2002 for a complete discussion of the Company's market risk. There have been no material changes to the market risk information included in the Company's 2002 annual report on Form 10-K.

(a) Evaluation of Disclosure Controls and Procedures. The Company's principal executive officer and principal financial officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report on Form 10-Q, have concluded that, based on such evaluation, the Company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this quarterly report on Form 10-Q was being prepared.

(b) Changes in Internal Controls. There were no changes in the Company's internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during our last fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On or about April 21, 2000, the Company, certain officers and directors of the Company and others were named as defendants in an action filed in the United States District Court for the District of Rhode Island. The suit, which is brought by a purchaser of the Company's Class A common stock, alleges that the defendants violated Federal securities laws by making material misstatements and omissions in the Company's public filings and statements relating to the Company's former PCG business. The suit seeks class action status including all purchasers of the Company's Class A common stock between September 17, 1997 and April 22, 1999. The damages sought are unspecified.

On June 30, 2000, the Company filed a Motion to Dismiss the action in the United States District Court in Rhode Island. The United States District Court for the District of Rhode Island granted the Company's Motion to Dismiss in June 2001. In July 2001, the Plaintiff filed an appeal with the First Circuit Court of Appeals. The appeal was before the First Circuit Court of Appeals. Oral argument was held February 8, 2002.

On March 20, 2002, the Court of Appeals for the First Circuit issued a judgment affirming the dismissal of all claims asserted against the W. Russell Boss Jr. Trust A, W. Russell Boss Jr. Trust B and W. Russell Boss Jr. Trust C and reversing the District Court's dismissal of the Section 10(b) and 20(a) claims asserted against the Company and the named individual defendants. The Court of Appeals' ruling was limited to a finding that the plaintiff's complaint had satisfied the pleading requirements of the Private Securities Litigation Reform Act of 1995; the Court did not opine on the merits of plaintiff's claims. The Company maintains that the claims are without merit and will continue to vigorously contest the litigation.

In June 2002 the EPA served the Company with a Notice of Potential Liability and Request for Information regarding the J.M. Mills Landfill, which is part of the Peterson/Puritan Superfund site in Cumberland, Rhode Island. The Notice also requests that the Company pay past and future costs associated with the site. To date, approximately sixty entities have received Notice Letters from the EPA relative to the site. The Company filed its response in October 2002.

The Company is also named as one of approximately sixty defendants in a contribution suit brought by CCL/Unilever relating to the J.M. Mills Landfill site. These complaints allege that the Company is liable under CERCLA for contribution for past and future costs incurred at the site. Past and future costs, excluding the required remedy, are estimated at $3 million to $5 million. No discovery has been taken to date.

No other legal proceedings are pending by or against the Company or any of its subsidiaries, which, in management's opinion, would have a material impact on the Company's consolidated financial position or results of operations.

None

a) Exhibits

Exhibit 31 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

b) Reports on Form 8-K

On July 24, 2003, the Company filed Form 8-K current report disclosing under Item 9. Regulation FD Disclosure a press release that was issued on the same date announcing the Company's corporate restructuring program.

On July 24, 2003, the Company filed Form 8-K current report disclosing under Item 9. Regulation FD Disclosure a press release that was issued on the same date announcing the Company's financial results for the second quarter of 2003.

Pursuant to the requirement 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.