(Mark One)
[x]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2003
	OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______ to _________

Delaware	36-4088307
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
800 Veterans Parkway, Bolingbrook, Illinois, 60440-4816
(Address of principal executive offices)

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		For the three months ended September 30,						For the nine months ended September 30,
			2003			2002			2003			2002
			(Unaudited	)		(Unaudited	)		(Unaudited	)		(Unaudited	)
Net sales		$	97,711		$	71,277		$	210,122		$	160,370
Cost of sales			44,373			33,449			100,016			76,010
Gross profit			53,338			37,828			110,106			84,360
Selling, general and administrative expenses			29,065			21,165			73,481			53,546
Operating income			24,273			16,663			36,625			30,814
Interest expense, net			1,072			194			2,492			1,849
Other expense (income)			(100	)		(53	)		119			(562	)
Income before income taxes			23,301			16,522			34,014			29,527
Income tax expense			7,138			6,609			11,209			11,811
Net income		$	16,163		$	9,913		$	22,805		$	17,716
Net income per share:
Basic		$	0.94		$	0.60		$	1.34		$	1.12
Diluted		$	0.89		$	0.58		$	1.27		$	1.06
Weighted average shares outstanding:
Basic			17,145			16,460			16,986			15,818
Diluted			18,224			17,234			17,992			16,745

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Total purchase price, including expenses					$	119,880
Less:
Current assets		$	49,205
Property, plant and equipment, net			6,429
Other long-term assets			8,388
Liabilities assumed			(26,443	)		37,579
Excess of purchase price over net assets acquired					$	82,301

		For the nine months ended September 30,
		2003			2002
		(Unaudited)			(Unaudited)
Net sales		$	226,649		$	253,506
Net income		$	20,053		$	20,777
Net income per share:
Basic		$	1.19		$	1.26
Diluted		$	1.12		$	1.19

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	For the three months ended September 30,						For the nine months ended September 30,
		2003			2002			2003			2002
		(Unaudited	)		(Unaudited	)		(Unaudited	)		(Unaudited	)
Net income as reported	$	16,163		$	9,913		$	22,805		$	17,716
Deduct: total stock-based employee compensation expense determined under fair value-based method for all issuances, net of related tax effects		(248	)		(199	)		(712	)		(597	)
Pro forma net income	$	15,915		$	9,714		$	22,093		$	17,119
Basic net income per share:
As reported	$	0.94		$	0.60		$	1.34		$	1.12
Pro forma	$	0.93		$	0.59		$	1.30		$	1.08
Diluted net income per share:
As reported	$	0.89		$	0.58		$	1.27		$	1.06
Pro forma	$	0.87		$	0.56		$	1.23		$	1.02

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(amounts in thousands)			2003			2002
Automotive, high performance and racing vehicle replicas		$	22,028		$	21,597
Traditional children's toys			44,756			14,225
Agricultural, construction and outdoor sports vehicle replicas			20,881			23,808
Sports trading cards and racing apparel and souvenirs			7,095			8,399
Collectible figures			1,805			2,832
Other			1,146			416
Net sales		$	97,711		$	71,277
Chain retailers		$	48,494		$	31,674
Specialty and hobby wholesalers and retailers			25,864			15,947
OEM dealers			12,907			13,259
Corporate promotional			6,067			5,926
Direct to consumers			3,304			4,138
Other			1,075			333
Net sales		$	97,711		$	71,277

(amounts in thousands)			2003			2002
Automotive, high performance and racing vehicle replicas		$	55,741		$	59,308
Traditional children's toys			86,926			27,931
Agricultural, construction and outdoor sports vehicle replicas			37,528			42,011
Sports trading cards and racing apparel and souvenirs			22,680			24,516
Collectible figures			4,846			5,523
Other			2,401			1,081
Net sales		$	210,122		$	160,370
Chain retailers		$	94,583		$	61,038
Specialty and hobby wholesalers and retailers			69,069			45,731
OEM dealers			23,508			26,451
Corporate promotional			12,050			15,385
Direct to consumers			8,712			10,861
Other			2,200			904
Net sales		$	210,122		$	160,370

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(amounts in thousands)
Net sales:			2003			2002
United States		$	82,983		$	63,329
Foreign			15,602			8,112
Sales and transfers between geographic areas			(874	)		(164	)
Combined total		$	97,711		$	71,277
Operating income:
United States		$	21,905		$	15,741
Foreign			2,368			922
Combined total		$	24,273		$	16,663

(amounts in thousands)
Net sales:			2003			2002
United States		$	178,783		$	142,121
Foreign			44,028			18,917
Sales and transfers between geographic areas			(12,689	)		(668	)
Combined total		$	210,122		$	160,370
Operating income:
United States		$	33,031		$	28,285
Foreign			3,594			2,529
Combined total		$	36,625		$	30,814

(amounts in thousands)			2003			2002
Net income		$	22,805		$	17,716
Other comprehensive income—foreign currency translation adjustments			549			828
Comprehensive income		$	23,354		$	18,544

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	Authorized shares	Par Value	Shares outstanding at September 30, 2003	Shares outstanding at December 31, 2002
Voting Common Stock	28,000,000	$0.01	17,145,563	16,463,371

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On a pro forma basis, consolidated net sales for the third quarter of 2003 decreased by 14.7% when compared to consolidated net sales for the third quarter of 2002. The pro forma consolidated net sales assume that the LCI acquisition took place at the beginning of the applicable period.

Gross profit. Gross profit increased $15.5 million, or 41.0 %, to $53.3 million for the three months ended September 30, 2003 from $37.8 million for the three months ended September 30, 2002. The gross profit margin (as a percentage of net sales) increased to 54.6% in the third quarter of 2003 compared to 53.0% in the third quarter of 2002 primarily due to a more favorable product mix in the third quarter of 2003 versus the third quarter of 2002. There were no major changes in the components of cost of sales.

Selling, general and administrative expenses. Selling, general and administrative expenses increased $7.9 million, or 37.3%, to $29.1 million for the three months ended September 30, 2003 from $21.2 million for the three months ended September 30, 2002. As a percentage of net sales, selling, general and administrative expenses remained relatively flat at 29.8% for the three months ended September 30, 2003 as compared to 29.7% for the three months ended September 30, 2002. The increase in selling, general and administrative expenses was primarily due to the addition of LCI.

Operating income. Operating income increased to $24.3 million from $16.7 million, and as a percentage of net sales, also increased to 24.9% of net sales from 23.4% in the prior year third quarter.

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Net interest expense. Net interest expense of $1.1 million for the three months ended September 30, 2003 and $0.2 million for the three months ended September 30, 2002 relates primarily to bank term loans and lines of credit.   The increase in net interest expense was due to the increase in average outstanding debt balances as a result of our acquisition of LCI in 2003 and the increase in interest rates.

 

Income tax. During the third quarter of 2003, the IRS completed a tax audit for the periods ended December 31, 1998, 1999 and 2000. No material adjustments were noted and certain accruals for these periods were reduced by approximately $1.8 million. This reduction in the income tax provision increased diluted earnings per share by $0.10. Income tax expense, excluding this reduction in provision relating to the completion of the IRS audit, for the three months ended September 30, 2003 and 2002 includes provisions for federal, state and foreign income taxes at an effective rate of 38.3% and 40.0%, respectively.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002

Net sales. Net sales for the nine-month period ended September 30, 2003 increased by 31.0% to $210.1 million compared with $160.4 million for the nine-month period ended September 30, 2002. This sales increase was attributable to the addition of LCI. By category, our traditional children’s toys category increased approximately 211%, again driven by the addition of LCI in the current year. Our automotive, high performance and racing vehicle replicas category was down 6% due to softness in racing and classic and custom vehicle replicas and model kits. Our collectible figures category was down approximately 12%. Our agricultural, construction and outdoor sports vehicle replicas category was down approximately 11%. Our sports trading cards and racing apparel and souvenirs category decreased approxima tely 8%.

On a pro forma basis, consolidated net sales for the nine months ended September 30, 2003 decreased by 10.6% when compared to consolidated net sales for the same period in 2002. The pro forma consolidated net sales assume that the LCI acquisition took place at the beginning of the applicable period.

Gross profit. Gross profit increased $25.7 million, or 30.5%, to $110.1 million for the nine months ended September 30, 2003 from $84.4 million for the nine months ended September 30, 2002. The gross profit margin (as a percentage of net sales) decreased to 52.4% in the first nine months of 2003 compared to 52.6% in the first nine months of 2002 primarily due to product sales mix. There were no major changes in the components of cost of sales.

Selling, general and administrative expenses. Selling, general and administrative expenses increased $20.0 million, or 37.4%, to $73.5 million for the nine months ended September 30, 2003 from $53.5 million for the nine months ended September 30, 2002. As a percentage of net sales, selling, general and administrative expenses increased to 35.0% for the nine months ended September 30, 2003 from 33.4% for the nine months ended September 30, 2002. The increase in selling, general and administrative expenses was primarily due to the addition of LCI.

Operating income. Operating income increased to $36.6 million from $30.8 million, and as a percentage of net sales, decreased to 17.4% of net sales from 19.2% in the prior year first nine months.

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Net interest expense. Net interest expense of $2.5 million for the nine months ended September 30, 2003 and $1.8 million for the nine months ended September 30, 2002 relates primarily to bank term loans and lines of credit.   The increase in net interest expense was due to the increase in average outstanding debt balances as a result of our acquisition of LCI in 2003 and the increase in interest rates. Additionally, a benefit of approximately $542,000 was recorded in net interest expense related to the change in fair value of the Company's interest rate collar during the first nine months of 2002, and the Company paid $548,417 on the agreement, which was also included in interest expense on the accompanying condensed consolidated statements of earnings.

Income tax. During the third quarter of 2003, the IRS completed a tax audit for the periods ended December 31, 1998, 1999 and 2000. No material adjustments were noted and certain accruals for these periods were reduced by approximately $1.8 million. This reduction in the income tax provision increased diluted earnings per share by $0.10. Income tax expense, excluding this reduction in provision relating to the completion of the IRS audit, for the nine months ended September 30, 2003 and 2002 includes provisions for federal, state and foreign income taxes at an effective rate of 38.2% and 40.0%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operations provided net cash of approximately $0.4 million during the nine months ended September 30, 2003. Capital expenditures for the nine months ended September 30, 2003 were approximately $7.7  million, of which approximately $6.4 million was for molds and tooling. Cash and cash equivalents decreased by approximately $3.5 million during the nine months ended September 30, 2003.

Upon closing of the acquisition of Learning Curve on March 4, 2003, with an effective date of February 28, 2003, the Company entered into a new credit facility to replace its April 2002 credit facility (see below). This credit facility is comprised of a $60.0 million term loan and an $80.0 million revolving loan, both of which mature on April 30, 2006. Thirty million dollars of the term loan has an interest rate of 2.61% plus applicable margin through the maturity of the agreement. The remaining term loan and revolving loan bear interest, at the Company's option, at a base rate or at a LIBOR rate plus a margin that varies between 0.75% and 1.75%. The applicable margin is based on the Company's ratio of consolidated debt to consolidated EBITDA. At September 30, 2003, the margin in effect was 1.75% for LIBOR loans. The Company is also required to pay a commitment fee of 0.25% to 0.40% per annum on the avera ge daily unused portion of the revolving loan. Under the terms of this credit facility, the Company is required to comply with certain financial and non-financial covenants. Among other restrictions, the Company is restricted in its ability to pay dividends, incur additional debt and make acquisitions above certain amounts. The key financial covenants include minimum EBITDA and interest coverage and leverage ratios. The credit facility is secured by working capital assets and certain intangible assets. On September 30, 2003, the Company had $117.0 million outstanding on this credit facility and the Company was in compliance with all covenants.

In April 2002, the Company completed a public offering of 1,545,000 shares of common stock and certain selling stockholders sold 3,975,000 shares of common stock at a price of $17.25 per share. The Company received proceeds of $25.2 million from the offering, net of underwriting discount, and used $24.0 million of the proceeds to repay outstanding debt.

Upon the closing of the public offering, the Company entered into a credit facility in April 2002 to replace its previous credit facility. The credit facility was a three-year $50.0 million unsecured revolving loan that bore interest, at the Company's option, at a base rate or at a LIBOR rate plus a margin that varied between 0.75% and 1.40%. The applicable margin was based on the Company's ratio of consolidated debt to consolidated EBITDA. This credit facility was replaced with the March 2003 credit facility discussed above. 

 

The Company's anticipated debt service obligations under the existing credit facilities for the remainder of 2003 for scheduled principal and interest payments are approximately $10.9 million.  Average annual debt service obligations under these same facilities through April 2006 are approximately $26.3 million.

 

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The Company has met its working capital needs through funds generated from operations and available borrowings under the credit agreement. The Company's working capital requirements fluctuate during the year based on the seasonality related to sales. Due to seasonal increases in demand for the Company's products, working capital financing requirements are usually highest during the third and fourth quarters. The Company expects that capital expenditures during 2003, principally for molds and tooling, will be approximately $11.0 million.

The Company believes that its cash flow from operations, cash on hand and borrowings under the credit agreement will be sufficient to meet its working capital and capital expenditure requirements and provide the Company with adequate liquidity to meet anticipated operating needs for 2003. However, if the Company's capital requirements vary materially from those currently planned, the Company may require additional debt or equity financing. There can be no assurance that financing, if needed, would be available on terms acceptable to the Company, if at all.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company makes certain estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses. The accounting policies described below are those the Company considers critical in preparing its consolidated financial statements. These policies include significant estimates made by management using information available at the time the estimates are made. However, as described below, these estimates could change materially if different information or assumptions were used.

Allowance for Doubtful Accounts. The allowance for doubtful accounts represents adjustments to customer trade accounts receivable for amounts deemed uncollectible. The allowance for doubtful accounts reduces gross trade receivables to their net realizable value. The Company's allowance is based on management's assessment of the business environment, customers' financial condition, historical trends, vendor payment practices, receivable aging and customer disputes. The Company has purchased credit insurance which covers a portion of its receivables from major customers. The Company will continue to proactively review its credit risks and adjust its customer terms to reflect the current environment.

Inventories. Inventories, net of an allowance for excess quantities and obsolescence, are stated at lower of cost or market. Inventory allowances are recorded for damaged, obsolete, excess, and slow-moving inventory. The Company's management uses estimates to record these allowances based on its review of inventory by product category, length of time on hand, and order bookings. Changes in public and consumer preferences and demand for product or changes in a customer's buying patterns and inventory management could impact the inventory valuation.

Impairment of Long-Lived Assets and Goodwill. Long-lived assets have been reviewed for impairment based on Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."  This statement requires that, if a triggering event occurs, an impairment loss be recognized whenever the sum of the expected future cash flows (undiscounted and without interest charges) resulting from the use and ultimate disposal of an asset is less than the carrying amount of the asset. Goodwill has been reviewed for impairment based on SFAS No. 142, "Goodwill and Other Intangible Assets."  Under SFAS No. 142, goodwill and intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment. The Company's management reviews for indicators that might suggest an impairment loss could exist. Testing for impairment requires estimates of expected cash flows to be generated from the use of the assets. Various uncertainties, including changes in consumer preferences, deterioration in the political environment or changes in general economic conditions, could impact the expected cash flows to be generated by an asset or group of assets.

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Income Taxes. The Company records current and deferred income tax liabilities. In determining the required liability, management considers certain tax exposures and all available evidence. However, if the available evidence were to change in the future, an adjustment to the tax-related balances may be required.

Accrued Allowances. The Company ordinarily accepts returns only for defective merchandise. In certain instances, where retailers are unable to resell the quantity of products that they have purchased from the Company, the Company may, in accordance with industry practice, assist retailers in selling excess inventory by offering credits and other price concessions, which are typically evaluated and issued annually. Other allowances can also be issued for defective merchandise, volume programs and co-op advertising. All allowances reduce gross sales and are accrued for throughout the year, as sales are recorded. The allowances are based on the terms of the various programs in effect, however, management also takes into consideration historical trends and specific customer and product information when ma king its estimates.

Accrued Royalties. Royalties are accrued based on the provisions in licensing agreements for amounts due on net sales during the period as well as management estimates for additional royalty exposures. Royalties vary by product category and are generally paid on a quarterly basis. Multiple royalties may be paid to various licensors on a single product. Royalty expense is included in selling, general and administrative expenses on the condensed consolidated statements of earnings.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this report contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words or phrases such as "anticipate," "believe," "could," "expect," "intend," "may," "planned," "potential," "should," "estimate," "predict," "continue," "future," "will," "would" or the negative of those terms or other words of similar meaning. Such forward-looking statements are inherently subject to known and unknown risks and uncertainties. The Company's actual results and future developments could differ materially from the results or developments expressed in, or implied by, these forward-looking statements . Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, the following: (1) the Company may experience difficulty in integrating its acquisition of LCI; (2) the debt leverage incurred by the Company in connection with the LCI acquisition could adversely affect the Company's profit margins, limit the Company's ability to capitalize on future business opportunities and subject the Company to adverse effects from fluctuations in interest rates; (3) the Company may not be able to manufacture, source and ship new and continuing products on a timely basis and customers and consumers may not accept those products at prices sufficient for the Company to profitably recover development, manufacturing, marketing, royalty and other costs; (4) the Company is dependent on timely shipping of product and unloading of product through West Coast ports as well as timely rail/truck delivery to the Company's warehouse and/or customers' warehouses; (5) the inventory policies of retailers, together with increased reliance by retailers on quick response inventory management techniques, may increase the risk of underproduction of popular items, overproduction of less popular items and failure to achieve tight shipping schedules; (6) competition in the markets for the Company's products may increase significantly; (7) the Company is dependent upon continuing licensing arrangements with vehicle and equipment manufacturers, major race sanctioning bodies, race team owners, drivers, sponsors, agents, entertainment and media companies and other licensors; (8) the Company may experience unanticipated negative results of litigation; (9) the Company relies upon a limited number of independently owned factories located in China to manufacture a significant portion of its vehicle replicas, children's toys,

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and certain other products; (10) the Company is dependent upon the continuing willingness of leading retailers to purchase and provide shelf space for the Company's products; (11) the Company may not be able to collect outstanding accounts receivable from its major retail customers; (12) the Company is subject to risks related to doing business in foreign markets, including currency exchange rate fluctuations, economic and political instability, restrictive actions by foreign governments, and complications in complying with trade and foreign tax laws; and (13) general economic conditions in the Company's markets . The Company undertakes no obligation to make any revisions to the forward-looki ng statements contained in this report or to update them to reflect events or circumstances occurring after the date of this report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company's exposure to market risk is limited to interest rate risk associated with its credit agreement and foreign currency exchange rate risk associated with its foreign operations.

The Company's previous credit agreement required that the Company maintain an interest rate protection agreement. Effective June 3, 1999, the Company entered into an interest rate collar transaction covering $35.0 million of its debt, with a cap based on 30-day LIBOR rates of 8.0% and a floor of 5.09%. The agreement, which had quarterly settlement dates, expired on June 3, 2002. For the nine months ended September 30, 2002, the Company paid $548,417 on the agreement, which is included in net interest expense on the accompanying condensed consolidated statements of earnings. Additionally, a benefit of approximately $542,000 was recorded in net interest expense related to the change in fair value of the Company's interest rate collar during the nine months ended September 30, 2002.

Based on the Company's interest rate exposure on variable rate borrowings at September 30, 2003, a one-percentage-point increase in average interest rates on the Company's borrowings would increase future interest expense by approximately $72,500 per month and a five-percentage point increase would increase future interest expense by approximately $362,500 per month. The Company determined these amounts based on approximately $87.0 million of variable rate borrowings at September 30, 2003 multiplied by 1% and 5%, respectively, and divided by 12. Since the expiration of the collar transaction described in the preceding paragraph, the Company has not used any interest rate collars, hedges or other derivative financial instruments to manage or reduce interest rate risk. As a result, any increase in interest rates on the Company's variable rate borrowings would increase interest expense and reduce net in come.

The Company's net sales are primarily denominated in U.S. dollars, except for a small amount of net sales denominated in U.K. pounds, Australian dollars, Euros and Canadian dollars. The Company's purchases of finished goods from Chinese manufacturers are denominated in Hong Kong dollars. Expenses for these manufacturers are denominated in Chinese Renminbi. The Hong Kong dollar and the Chinese Renminbi are currently pegged to the U.S. dollar. A 10% change in the exchange rate of the U.S. dollar with respect to the Hong Kong dollar, the U.K. pound, the Australian dollar, the Canadian dollar or the Euro would not have a significant impact on the Company's future earnings. The Company is also subject to exchange rate risk relating to transfers of funds denominated in U.K. pounds, Australian dollars or Euros from its foreign subsidiaries to the United States. The Company has never used any hedges or other deri vative financial instruments to manage or reduce exchange rate risk.

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Item 4. Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective in timely alerting them to material information relating to the Company required to be included in the Company's periodic filings with the Securities and Exchange Commission. It should be noted that in designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter h ow well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company has designed its disclosure controls and procedures to reach a level of reasonable assurance of achieving the desired control objectives and, based on the evaluation described above, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective at reaching that level of reasonable assurance.

There was no change in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company has certain contingent liabilities resulting from litigation and claims incident to the ordinary course of business. Management believes that the probable resolution of such contingencies will not materially affect the financial position or the results of the Company's operations.

Item 2. Changes in Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

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

Not applicable.

Item 5. Other Information.

Not applicable.

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

(a)     Exhibits:

3.1       Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 14, 2002).

3.2       First Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 14, 2002).

3.3       Certificate of Ownership and Merger changing the Company's name to Racing Champions Ertl Corporation (incorporated by reference to Exhibit 3.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 14, 2002).

3.4       Certificate of Ownership and Merger changing the Company's name to RC2 Corporation (incorporated by reference to Exhibit 3.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on May 15, 2003).

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3.5       Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (File No. 0-22635) filed by the Company with the Securities and Exchange Commission on August 14, 1998).  

 

31.1     Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

____________________

*This certification is not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

(b)     Reports on Form 8-K:

 

On October 30, 2003 the Company furnished a Current Report on Form 8-K pursuant to Item 12 regarding a press release issued on October 29, 2003 with respect to the Company's results for its fiscal third quarter ended September 30, 2003.

 

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SIGNATURES

 

Pursuant to the requirements 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.

Dated this 13th day of November, 2003.

RC2 CORPORATION

By   /s/ Curtis W. Stoelting

     ________________________________________

     Curtis W. Stoelting, Chief Executive Officer

By  /s/ Jody L. Taylor

     ________________________________________

     Jody L. Taylor, Chief Financial Officer and Secretary

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