UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 SEPTEMBER 30, 2002

                                       OR

              ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _________ to _________


                               JARDEN CORPORATION

        DELAWARE                  0-21052                    35-1828377
State of Incorporation     Commission File Number    IRS Identification Number

                            555 THEODORE FREMD AVENUE
                               RYE, NEW YORK 10580

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (914) 967-9400
       ------------------------------------------------------------------


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  X   No
    ---     ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.



              Class                           Outstanding at October 27, 2002
              -----                           -------------------------------

          Common Stock,
    par value $.01 per share                         14,311,343 shares




                                       1







                               JARDEN CORPORATION
                          Quarterly Report on Form 10-Q
                     For the period ended September 30, 2002



                                      INDEX




                                                                                     Page Number
                                                                                     -----------
                                                                                  
 PART I.     FINANCIAL INFORMATION:


 Item 1.     Financial Statements (Unaudited)

             Consolidated Statements of Operations for the three and nine month
                periods ended September 30, 2002 and 2001                                  3

             Consolidated Statements of Comprehensive Income (Loss) for the three
                   and nine month periods ended September 30, 2002 and 2001                4

             Consolidated Balance Sheets at September 30, 2002 and December 31,
                2001                                                                       5

             Consolidated Statements of Cash Flows for the nine month periods
                ended September 30, 2002 and 2001                                          6

             Notes to Consolidated Financial Statements                                    7

 Item 2.     Management's Discussion and Analysis of Financial
                Condition and Results of Operations                                       15

 Item 3.     Quantitative and Qualitative Disclosures About
                Market Risk                                                               21

 Item 4.     Disclosure Controls and Procedures                                           21


PART II.     OTHER INFORMATION:


 Item 5.     Other Information                                                            22

 Item 6.     Exhibits and Reports on Form 8-K                                             22


Signature


                                       2





PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                               JARDEN CORPORATION
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)



                                                                   Three month                   Nine month
                                                                  period ended                  period ended
                                                                  ------------                  ------------
                                                            September 30,  September 30,  September 30,   September 30,
                                                                2002           2001           2002            2001
                                                                ----           ----           ----            ----
                                                                                              
Net sales ..............................................     $ 110,398      $  90,477      $ 263,075      $ 250,102
Costs and expenses
   Cost of sales .......................................        61,886         68,299        159,790        188,312
   Selling, general and administrative expenses ........        24,887         14,352         57,811         40,626
   Goodwill amortization ...............................          --            1,626           --            4,876
   Special charges (credits) and reorganization expenses          --            3,901           --              233
   Loss on divestiture of assets .......................          --          119,725           --          119,725
                                                             ---------      ---------      ---------      ---------
Operating earnings (loss) ..............................        23,625       (117,426)        45,474       (103,670)
Interest expense, net ..................................         3,817          2,180          8,803          8,351
                                                             ---------      ---------      ---------      ---------
Income (loss) before taxes and minority interest .......        19,808       (119,606)        36,671       (112,021)
Income tax provision (benefit) .........................         8,076        (36,496)         9,660        (33,606)
Minority interest in consolidated subsidiary ...........          --              (78)          --             (256)
                                                             ---------      ---------      ---------      ---------
Net income (loss) ......................................     $  11,732      $ (83,032)     $  27,011      $ (78,159)
                                                             =========      =========      =========      =========


Basic earnings (loss) per share ........................     $    0.83      $   (6.52)     $    1.95      $   (6.15)
Diluted earnings (loss) per share ......................     $    0.80      $   (6.52)     $    1.89      $   (6.15)
Weighted average shares outstanding:
    Basic ..............................................        14,131         12,736         13,855         12,708
    Diluted ............................................        14,695         12,736         14,271         12,708






     See accompanying notes to unaudited consolidated financial statements.



                                       3



                               JARDEN CORPORATION
        UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                 (in thousands)



                                                              Three month                               Nine month
                                                             period ended                              period ended
                                                 --------------------------------------    -------------------------------------
                                                   September 30,       September 30,        September 30,        September 30,
                                                       2002                 2001                 2002                2001
                                                 ------------------   -----------------    -----------------    ----------------
                                                                                                        
Net income (loss) ........................            $ 11,732             $(83,032)            $ 27,011            $(78,159)
Foreign currency translation .............                (914)                (319)                 210                (369)
Interest rate swap unrealized gain (loss):
    Transition adjustment ................                  --                   --                   --                  45
    Change during period .................                  --                 (116)                  --                (981)
   Maturity of interest rate swaps .......                  --                   --                  524                  --
                                                      --------             --------             --------            --------
Comprehensive income (loss) ..............            $ 10,818             $(83,467)            $ 27,745            $(79,464)
                                                      ========             ========             ========            ========





















     See accompanying notes to unaudited consolidated financial statements.


                                       4


                                        JARDEN CORPORATION
                                   CONSOLIDATED BALANCE SHEETS
                             (in thousands, except per share amounts)



                                                                                   September 30,          December 31,
                                                                                        2002                  2001
                                                                                   --------------         -------------
                                                                                    (Unaudited)             (Note 1)
                                                                                                     
ASSETS
Current assets:
    Cash and cash equivalents ...........................................            $  60,925             $   6,376
    Accounts receivable, net ............................................               41,149                13,628
    Income taxes receivable .............................................                1,448                16,252
    Inventories, net ....................................................               49,852                26,994
    Deferred taxes on income ............................................                6,383                 4,832
    Prepaid expenses and other current assets ...........................                7,281                 3,134
                                                                                     ---------             ---------
            Total current assets ........................................              167,038                71,216
                                                                                     ---------             ---------
Noncurrent assets:
Property, plant and equipment, at cost ..................................              138,070               131,244
Accumulated depreciation ................................................              (94,304)              (87,701)
                                                                                     ---------             ---------
                                                                                        43,766                43,543
Intangibles, net ........................................................              121,168                15,487
Deferred taxes on income ................................................                2,165                25,417
Other assets ............................................................               13,873                 5,282
                                                                                     ---------             ---------
Total assets ............................................................            $ 348,010             $ 160,945
                                                                                     =========             =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Short-term debt and current portion of long-term debt ...............            $  15,360             $  28,500
    Accounts payable ....................................................               17,488                14,197
    Accrued salaries, wages and employee benefits .......................               12,244                 9,252
    Other current liabilities ...........................................               21,842                11,232
                                                                                     ---------             ---------
            Total current liabilities ...................................               66,934                63,181
                                                                                     ---------             ---------
Noncurrent liabilities:
    Long-term debt ......................................................              201,930                56,375
    Other noncurrent liabilities ........................................                9,357                 6,260
                                                                                     ---------             ---------
            Total noncurrent liabilities ................................              211,287                62,635
                                                                                     ---------             ---------
Commitments and contingencies ...........................................                   --                    --
Stockholders' equity:
    Common stock ($.01 par value, 15,926 and 15,926 shares issued
         and 14,299 and 12,796 shares outstanding at September 30,
         2002 and December 31, 2001, respectively) ......................                  159                   159
    Additional paid-in capital ..........................................               34,872                41,694
    Retained earnings ...................................................               59,735                32,724
    Notes receivable for stock purchases ................................               (5,058)                   --
    Accumulated other comprehensive loss:
       Cumulative translation adjustment ................................                 (731)                 (941)
       Minimum pension liability ........................................                 (397)                 (397)
       Interest rate swap ...............................................                   --                  (524)
                                                                                     ---------             ---------
                                                                                        88,580                72,715
Less treasury stock (1,628 and 3,130 shares at cost at September 30, 2002
       and December 31, 2001, respectively) .............................              (18,791)              (37,586)
                                                                                     ---------             ---------
             Total stockholders' equity .................................               69,789                35,129
                                                                                     ---------             ---------
Total liabilities and stockholders' equity ..............................            $ 348,010             $ 160,945
                                                                                     =========             =========



     See accompanying notes to unaudited consolidated financial statements.


                                       5



                               JARDEN CORPORATION
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)



                                                                                                    Nine month period ended
                                                                                              ------------------------------------
                                                                                               September 30,      September 30,
                                                                                                    2002               2001
                                                                                              -----------------  -----------------
                                                                                                                
Cash flows from operating activities
    Net income (loss) ..............................................................            $  27,011             $ (78,159)
    Reconciliation of net income (loss) to net cash provided by operating activities
        Depreciation ...............................................................                6,857                11,203
        Amortization ...............................................................                  393                 5,065
        Loss on divestiture of assets ..............................................                   --               119,725
        Special charges (credits) and reorganization expenses ......................                   --                (3,750)
        Deferred employee benefits .................................................               (1,731)                  216
        Deferred income taxes ......................................................                9,349                    --
        Non-cash compensation expense ..............................................                  587                    --
        Non-cash interest expense ..................................................                1,482                   333
        Other, net .................................................................                  (21)                 (524)
    Changes in working capital components (including tax refunds of $38,458 in 2002)               24,349               (11,338)
                                                                                                ---------             ---------
           Net cash provided by operating activities ...............................               68,276                42,771
                                                                                                ---------             ---------

Cash flows from financing activities
     Proceeds from revolving credit borrowings .....................................               25,200                29,150
     Payments on revolving credit borrowings .......................................              (34,600)              (45,150)
     Proceeds from bond issuance ...................................................              147,654                    --
     Payments on long-term debt ....................................................              (76,725)              (19,027)
     Proceeds from issuance of senior long-term debt ...............................               50,000                    --
     Debt issue and amendment costs ................................................               (7,374)                 (637)
     Other .........................................................................                8,175                   518
                                                                                                ---------             ---------
              Net cash provided by (used in) financing activities ..................              112,330               (35,146)
                                                                                                ---------             ---------

Cash flows from investing activities
    Additions to property, plant and equipment .....................................               (4,972)               (8,343)
    Acquisition of Tilia, net of cash acquired .....................................             (121,085)                   --
    Proceeds from the surrender of insurance contracts .............................                   --                 6,706
    Insurance proceeds from property casualty ......................................                   --                 1,535
    Loans to former officers .......................................................                   --                (4,059)
    Other, net .....................................................................                   --                    61
                                                                                                ---------             ---------
                Net cash used in investing activities ..............................             (126,057)               (4,100)
                                                                                                ---------             ---------

Net increase in cash and cash equivalents ..........................................               54,549                 3,525
Cash and cash equivalents, beginning of period .....................................                6,376                 3,303
                                                                                                ---------             ---------
Cash and cash equivalents, end of period ...........................................            $  60,925             $   6,828
                                                                                                =========             =========








     See accompanying notes to unaudited consolidated financial statements.


                                       6




                               JARDEN CORPORATION
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002


1.   PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS

     Certain information and footnote disclosures, including significant
     accounting policies normally included in financial statements prepared in
     accordance with accounting principles generally accepted in the United
     States, have been condensed or omitted. In the opinion of management, the
     accompanying unaudited consolidated financial statements include all
     adjustments considered necessary for a fair presentation of the results for
     the interim periods presented. Results of operations for the periods shown
     are not necessarily indicative of results for the year, particularly in
     view of the seasonality for home food preservation products. The
     accompanying unaudited consolidated financial statements should be read in
     conjunction with the Consolidated Financial Statements and Notes to
     Consolidated Financial Statements of Jarden Corporation (formerly Alltrista
     Corporation) (the "Company" or "Jarden") included in the Company's latest
     annual report.

     On a stand alone basis, without the consolidation of its subsidiaries, the
     Company has no independent assets or operations. The guarantees by its
     subsidiaries of the 9 3/4% senior subordinated notes ("Notes"), which are
     discussed in Note 4, are full and unconditional and joint and several. The
     subsidiaries that are not guarantors of the Notes are minor. There are no
     significant restrictions on the Company's or the guarantors' ability to
     obtain funds from their respective subsidiaries by dividend or loan.

     The Company recognizes revenue when title transfers. In most cases, title
     transfers when product is shipped. For certain customers, depending on the
     agreed terms of sale, title transfers when the product is received by the
     customer.

     All earnings per share amounts have been retroactively adjusted to give
     effect to a 2-for-1 split of the Company's common stock that was effected
     in the second quarter of 2002.

     Certain reclassifications have been made in the Company's financial
     statements of prior years to conform to the current year presentation.
     These reclassifications have no impact on previously reported net income.

2.   INVENTORIES

     Inventories at September 30, 2002 and December 31, 2001 were comprised of
     the following (in thousands):


                                              September 30,     December 31,
                                                   2002              2001
                                             ---------------   --------------

     Raw materials and supplies............      $ 4,106           $ 5,563
     Work in process.......................        5,752             4,746
     Finished goods........................       39,994            16,685
                                                 -------           -------
          Total inventories................      $49,852           $26,994
                                                 =======           =======


3.   ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial Accounting Standards Board (FASB) issued
     Statements of Financial Accounting Standards (SFAS) No. 141, Business
     Combinations, and No. 142, Goodwill and Other Intangible Assets, effective
     for fiscal years beginning after December 15, 2001. Under the new rules,
     goodwill and intangible assets deemed to have indefinite lives will no
     longer be amortized, but will be subject to annual impairment tests in
     accordance with the statements. Other intangible assets will continue to be
     amortized over their useful lives. The Company applied the new rules on
     accounting for goodwill and other intangible assets beginning in the first
     quarter of 2002. The Company has performed the first of the required
     impairment tests of goodwill and indefinite lived intangible assets and,
     based on the results, has not recorded any charges related to the adoption
     of SFAS No. 142.




                                       7




     During the nine month period ended September 30, 2002, in connection with
     the acquisition of the business of Tilia International, Inc. and its
     subsidiaries Tilia, Inc. and Tilia Canada, Inc. (collectively "Tilia"), the
     Company capitalized the following intangible assets: $49.7 million of
     goodwill, $50.9 million for the FoodSaver(R) brand and $5.5 million for
     Tilia's manufacturing process expertise (see Note 4). Such capitalized
     amounts and certain working capital and deferred tax balances are
     preliminary and will be finalized by the Company during 2002. The only
     intangible asset subject to amortization is the manufacturing process
     expertise, which will be amortized over a period of 8 years at
     approximately $0.7 million per year.

     As a result of the adoption of SFAS No. 142 the Company did not record
     goodwill amortization and no impairment losses were recognized for the
     three and nine month periods ended September 30, 2002. Amortization of the
     intangible asset for the Tilia manufacturing processes in the amounts of
     $0.1 million and $0.4 million were recorded in both the three and nine
     month periods ended September 30, 2002, respectively, and were included in
     selling, general and administrative expenses. Goodwill amortization of
     approximately $1.6 million and $4.9 million had been recorded in the three
     and nine month periods ended September 30, 2001, respectively.

     As of September 30, 2002, $15.5 million of the Company's intangible assets
     are included in the assets of the domestic consumables segment and $105.7
     million are included in the vacuum packaging segment. For the three and
     nine month periods ended September 30, 2001, goodwill amortization of $1.3
     million and $4.0 million, respectively, related to entities that were
     disposed of in 2001, which had been included in the other segment. The
     remaining goodwill amortization for the 2001 periods related to the
     domestic consumables segment.

     Net income and earnings per share amounts on an adjusted basis to reflect
     the add back of goodwill and other intangible assets amortization would be
     as follows (in thousands, except for per share amounts):



                                                     Three month period ended             Nine month period ended
                                                 ---------------------------------    --------------------------------
                                                 September 30,      September 30,     September 30,     September 30,
                                                     2002              2001               2002              2001
                                                 -------------     ---------------    -------------     --------------
                                                                                                
Reported net income (loss) .................           $11,732          $ (83,032)         $ 27,011         $ (78,159)
    Add back: goodwill amortization
    (net of tax expense of $622 and $1,866,
         respectively) .....................                 -              1,004                 -             3,010
                                                 -------------     ---------------    -------------     --------------
    Adjusted net income (loss) .............           $11,732          $ (82,028)         $ 27,011         $ (75,149)
                                                 =============     ===============    =============     ==============

Basic earnings (loss) per share:
   Reported net income (loss) ..............           $  0.83           $  (6.52)          $  1.95          $  (6.15)
   Goodwill amortization ...................                 -               0.08                 -              0.24
                                                 -------------     ---------------    -------------     --------------
   Adjusted net income (loss) ..............           $  0.83           $  (6.44)          $  1.95          $  (5.91)
                                                 =============     ===============    =============     ==============

Diluted earnings (loss) per share:
   Reported net income (loss) ..............            $ 0.80           $  (6.52)          $  1.89          $  (6.15)
   Goodwill amortization ...................                 -               0.08                 -              0.24
                                                 -------------     ---------------    -------------     --------------
   Adjusted net income (loss) ..............            $ 0.80           $  (6.44)          $  1.89          $  (5.91)
                                                 =============     ===============    =============     ==============


     The adoption of SFAS No. 141 did not have a material impact on the
     Company's results of operations or financial position.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
     or Disposal of Long-Lived Assets, effective for fiscal years beginning
     after December 15, 2001. This standard superceded Statement of Financial
     Accounting Standard No. 121, Accounting for the Impairment of Long-Lived
     Assets and for Long-Lived Assets to Be Disposed Of, and provided a single
     accounting model for long-lived assets to be disposed of. The new standard
     also superceded the provisions of APB Opinion No. 30 with regard to
     reporting the effects of a disposal of a segment of a business and required
     expected future operating losses from discontinued operations to be
     displayed in discontinued operations in the period(s) in which the losses
     are incurred. SFAS No. 144 was effective for the Company beginning with the
     first quarter of 2002 and its adoption did not have a material impact on
     the Company's results of operations or financial position.

     In April 2002, the FASB issued SFAS No. 145, Recision of SFAS Nos. 4, 44
     and 64, Amendment of SFAS No. 13, and Technical Corrections as of April
     2000. SFAS No. 145 revises the criteria for classifying the extinguishment
     of debt as extraordinary and the accounting treatment of certain lease
     modifications. SFAS No. 145 is effective in fiscal 2003 and is not expected
     to have a material impact on the Company's consolidated financial
     statements.

                                       8


     In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
     with Exit or Disposal Activities. SFAS No. 146 provides guidance on the
     timing of the recognition of costs associated with exit or disposal
     activities. The new guidance requires costs associated with exit or
     disposal activities to be recognized when incurred. Previous guidance
     required recognition of costs at the date of commitment to an exit or
     disposal plan. The provisions of the statement are to be adopted
     prospectively after December 31, 2002. Although SFAS No. 146 may impact the
     accounting for costs related to exit or disposal activities the Company may
     enter into in the future, particularly the timing of recognition of these
     costs, the adoption of the statement will not have an impact on the
     Company's present financial condition or results of operations.

4.   ACQUISITIONS AND DIVESTITURES

     Effective November 26, 2001, the Company sold the assets of its Triangle,
     TriEnda and Synergy World plastic thermoforming operations ("TPD Assets")
     to Wilbert, Inc. for $21.0 million in cash, a $1.9 million non-interest
     bearing one-year note as well as the assumption of certain identified
     liabilities. In connection with this sale, the Company recorded a pre-tax
     loss of approximately $120 million in the third quarter of 2001 to reflect
     the write-down of the net assets to be sold.

     Effective November 1, 2001, the Company sold its majority interest in
     Microlin, LLC ("Microlin"), for $1,000 in cash plus contingent
     consideration based upon future performance through December 31, 2012 and
     the cancellation of future funding requirements.

     The combined net sales of TPD Assets and Microlin included in the Company's
     historical results were $14.9 million and $51.9 million for the three and
     nine month periods ended September 30, 2001, respectively. Operating losses
     associated with these businesses were $5.1 million and $10.1 million for
     the three and nine month periods ended September 30, 2001, respectively.

     On April 24, 2002, the Company completed its acquisition of the business of
     Tilia, pursuant to an asset purchase agreement (the "Acquisition"). Based
     in San Francisco, California, Tilia is a developer, manufacturer and
     marketer of a patented vacuum packaging system for home use, primarily for
     food storage, under the FoodSaver(R) brand. The Acquisition was entered
     into as part of the Company's plan to pursue growth in food preservation
     and branded domestic consumer products. Pursuant to the Acquisition, the
     Company acquired Tilia for approximately $145 million in cash and $15
     million in seller debt financing. Note 3 includes a discussion of the
     intangible assets that were recorded in connection with the Acquisition. As
     of September 30, 2002, the Company had incurred transaction fees in the
     amount of approximately $4.5 million, including transaction bonuses paid to
     certain officers in the aggregate amount of $0.9 million, principally
     consisting of transaction bonuses paid to Martin E. Franklin, our Chairman
     and Chief Executive Officer, in the amount of $0.5 million and Ian Ashken,
     our Vice Chairman, Chief Financial Officer, and Secretary, in the amount of
     $0.3 million. In addition, the Acquisition includes an earn-out provision
     with a potential payment in cash or Company common stock of up to $25
     million payable in 2005, provided that certain earnings performance targets
     are met.

     Due to the Company having effective control of the business of Tilia as of
     April 1, 2002, the results of Tilia have been included in the Company's
     results from such date. The Company recorded $0.6 million of imputed
     interest expense in the second quarter of 2002 to reflect the financing
     that would have been required for the period from the effective date (April
     1, 2002) to the date of closing (April 24, 2002). The imputed interest
     expense reduced the amount of goodwill recorded.

     The Acquisition was financed by (i) an offering of $150 million of Notes to
     qualified institutional buyers in a private placement pursuant to Rule 144A
     under the Securities Act of 1933, (ii) a refinancing of the Company's
     existing indebtedness with a new $100 million five-year senior secured
     credit facility, which includes a $50 million term loan facility and a $50
     million revolving credit facility ("New Credit Agreement") and (iii) cash
     on hand.

     The Notes were issued at a discount such that the Company received
     approximately $147.7 million in net proceeds. The Notes will mature on May
     1, 2012, however, on or after May 1, 2007, the Company may redeem all or
     part of the Notes at any time at a redemption price ranging from 100% to
     104.875% of the principal amount, plus accrued and unpaid interest and
     liquidated damages, if any. Prior to May 1, 2005, the Company may redeem up
     to 35% of the aggregate principal amount of the Notes with the net cash
     proceeds from certain public equity offerings at a redemption price of
     109.75% of the principal amount, plus accrued and unpaid interest and
     liquidated damages, if any. Interest on the Notes accrues at the rate of
     9.75% per annum and is payable semi-annually in arrears on May 1 and
     November 1, commencing on November 1, 2002.

     On October 28, 2002, the Company commenced an offering to the holders of
     the Notes to exchange the Notes for 9 3/4% senior subordinated notes (the
     "New Notes"), which are registered under the Securities Act of 1933, as
     amended, and are


                                       9


     substantially similar to the Notes except that the mandatory redemption
     provisions and the transfer restrictions applicable to the Notes are not
     applicable to the New Notes. The Company expects to complete the exchange
     offer in December 2002.

     The revolving credit facility and the term loan facility bear interest at a
     rate equal to (i) the Eurodollar Rate pursuant to an agreed formula or (ii)
     a Base Rate equal to the higher of (a) the Bank of America prime rate and
     (b) the federal funds rate plus .50%, plus, in each case, an applicable
     margin ranging from 2.00% to 2.75% for Eurodollar Rate loans and from .75%
     to 1.5% for Base Rate loans.

     The New Credit Agreement contains certain restrictions on the conduct of
     the Company's business, including, among other things restrictions,
     generally, on: incurring debt; making investments; exceeding certain agreed
     upon capital expenditures; creating or suffering liens; completing certain
     mergers; consolidations and sales of assets and with permitted exceptions,
     acquisitions; declaring dividends; redeeming or prepaying other debt; and
     certain transactions with affiliates. The New Credit Agreement also
     requires the Company to maintain certain financial covenants.

     As of September 30, 2002, the Company had $48.7 million outstanding under
     the term loan facility and zero outstanding under the $50 million revolving
     credit facility of the New Credit Agreement. Net availability under the
     revolving credit agreement was approximately $45.8 million as of September
     30, 2002, after deducting $4.2 million of issued letters of credit.

     As of September 30, 2002, the Company had incurred costs in connection with
     the issuance of the Notes and the New Credit Agreement of approximately
     $7.4 million.

     The following unaudited pro forma financial information gives pro forma
     effect to the sale of the TPD Assets and Microlin with the related tax
     refunds and the acquisition of Tilia with the related financings as if they
     had been consummated as of the beginning of each period presented. The
     unaudited pro forma information presented does not exclude special charges
     (credits) and reorganization expenses from the three and nine month periods
     ended September 30, 2001 or the net $4.9 million income tax valuation
     allowance released from the nine month period ended September 30, 2002 (in
     thousands, except per share data).



                                      Three month period ended           Nine month period ended
                                  --------------------------------    ------------------------------
                                  September 30,      September 30,    September 30,    September 30,
                                      2002                2001             2002            2001
                                   As reported         Pro Forma        Pro Forma        Pro Forma
                                  -------------     --------------    -------------    -------------
                                                                             
Net sales........................    $110,398          $124,418          $301,600        $319,216
Net income.......................      11,732             7,045            28,400          17,672
Diluted earnings per share.......        0.80              0.55              1.99            1.39


5.   INCOME TAXES

     As a result of the losses arising from the sale of the TPD Assets, the
     Company recovered in January 2002 approximately $15.7 million of federal
     income taxes paid in 1999 and 2000 by utilizing the carryback of a tax net
     operating loss generated in 2001. On March 9, 2002, The Job Creation and
     Workers Assistance Act of 2002 was enacted which provides, in part, for the
     carryback of 2001 net operating losses for five years instead of the
     previous two year period. As a result, the Company filed for an additional
     refund of $22.8 million, of which $22.2 million was received in March 2002
     and the remainder was received in April 2002.

     At December 31, 2001, the federal net operating losses were recorded as a
     deferred tax asset with a valuation allowance of $5.4 million. For the nine
     month period ended September 30, 2002, the Company's tax expense includes a
     $4.9 million release of the valuation allowance, resulting in a reduction
     of the Company's effective tax rate.

6.   CONTINGENCIES

     The Company is involved in various legal disputes in the ordinary course of
     business. In addition, the Environmental Protection Agency has designated
     the Company as a potentially responsible party, along with numerous other
     companies, for the clean up of several hazardous waste sites. Based on
     currently available information, the Company does not believe that the
     disposition of any of the legal or environmental disputes the Company is
     currently involved in will require material capital or operating
     expenditures or will otherwise have a material adverse effect upon the
     financial condition, results of operations, cash flows or competitive
     position of the Company. It is possible, that as additional information
     becomes available, the impact on the Company of an adverse determination
     could have a different effect.

                                       10



7.   EXECUTIVE LOAN PROGRAM

     On January 24, 2002, Martin E. Franklin, Chairman and Chief Executive
     Officer, and Ian G.H. Ashken, Vice Chairman, Chief Financial Officer and
     Secretary exercised 600,000 and 300,000 non-qualified stock options,
     respectively, which had been granted under the Company's 2001 Stock Option
     Plan. The Company issued these shares out of its treasury stock account.
     The exercises were accomplished via loans from the Company under its
     Executive Loan Program. The principal amounts of the loans are $3.3 million
     and $1.6 million, respectively, and bear interest at 4.125% per annum. The
     loans are due on January 23, 2007 and are classified within the
     stockholders' equity section. The loans may be repaid in cash, shares of
     the Company's common stock, or a combination thereof.

8.   RESTRICTED STOCK PROGRAM AND PERFORMANCE SHARE PLAN

     During the first quarter of 2002, restricted shares of common stock in the
     aggregate amount of 143,500 were issued to certain officers and key
     employees of the Company under its 1998 Long-Term Equity Incentive Plan, as
     amended and restated. The restrictions on 140,000 of these shares shall
     lapse upon the Company's common stock achieving a set price, currently $35
     per share, or on a change in control. The restrictions on the remaining
     3,500 shares will lapse ratably over five years of employment with the
     Company.

     During the third quarter of 2002, shares of common stock in the aggregate
     amount of 30,006 were issued to certain officers of the Company under its
     1998 Performance Share Plan. In connection with these stock issuances, the
     Company recorded a non-cash compensation expense charge of approximately
     $0.6 million.

9.   SPECIAL CHARGES (CREDITS) AND REORGANIZATION EXPENSES

     During the first and second quarters of 2001, certain participants in the
     Company's deferred compensation plans agreed to forego balances in those
     plans in exchange for loans from the Company in the same amounts. The
     loans, which were completed during the second quarter of 2001, bear
     interest at the applicable federal rate and require the individuals to
     secure a life insurance policy having the death benefit equivalent to the
     amount of the loan payable to the Company. All accrued interest and
     principal on the loans will be payable upon the death of the participant
     and their spouse. The Company recognized $4.1 million of pre-tax income in
     the nine month period ended September 30, 2001, related to the discharge of
     the deferred compensation obligations.

     The Company's divested TPD Assets division recognized a gain of $1.0
     million from an insurance recovery in the nine month period ended September
     30, 2001.

     The Company also incurred $1.4 million of costs in the nine month period
     ended September 30, 2001, to evaluate strategic options.

     In August 2001, the Company announced that it would be consolidating its
     home canning metal closure production from its Bernardin Ltd. Toronto,
     Ontario facility into its Muncie, Indiana manufacturing operation. During
     the third quarter of 2001, the Company incurred costs to exit the Toronto
     facility in the amount of $0.7 million, which included a $0.3 million loss
     on the sale and disposal of equipment, and $0.4 million of employee
     severance costs.

     Also in August 2001, the Company announced that it had vacated its former
     Triangle Plastics facility in Independence, Iowa and integrated personnel
     and capabilities into its other operating and distribution facilities in
     the area. The total cost to exit this Iowa facility of $0.6 million was
     recorded in the third quarter of 2001 and included $0.4 million of future
     lease obligations and an additional $0.2 million of costs related to the
     leased facility.

     In September 2001, the Company announced a management reorganization, which
     included the departure from the Company of certain executive officers. In
     connection with this reorganization, the Company paid separation costs of
     approximately $2.6 million.






                                       11


10.  EARNINGS PER SHARE CALCULATION

     Basic earnings per share are computed by dividing net income by the
     weighted average number of common shares outstanding for the period.
     Diluted earnings per share are calculated based on the weighted average
     number of outstanding common shares plus the dilutive effect of stock
     options as if they were exercised and restricted common stock. Due to the
     net loss for the three month and nine month periods ended September 30,
     2001, the effect of the potential exercise of stock options was not
     considered in the diluted earnings per share calculation for those periods
     since it would be antidilutive.

     A computation of earnings per share is as follows (in thousands, except per
     share data):



                                                             Three month                          Nine month
                                                            period ended                         period ended
                                                  ----------------------------------  -----------------------------------
                                                   September 30,     September 30,     September 30,     September 30,
                                                       2002              2001              2002               2001
                                                  ----------------  ----------------  ----------------  -----------------
                                                                                                 
Net income (loss)................................      $ 11,732         $ (83,032)        $  27,011          $ (78,159)
                                                  ----------------  ----------------  ----------------  -----------------

Weighted average shares outstanding..............        14,131            12,736            13,855             12,708
Additional shares assuming conversion of
    stock options and restricted common stock....           564                 -               416                  -
                                                  ----------------  ----------------  ----------------  -----------------
Weighted average shares outstanding
    assuming conversion..........................        14,695            12,736            14,271             12,708
                                                  ----------------  ----------------  ----------------  -----------------

Basic earnings (loss) per share..................       $  0.83         $   (6.52)        $    1.95          $   (6.15)
                                                  ----------------  ----------------  ----------------  -----------------
Diluted earnings (loss) per share................       $  0.80         $   (6.52)        $    1.89          $   (6.15)
                                                  ----------------  ----------------  ----------------  -----------------


11.  SEGMENT INFORMATION

     Following the sale of the TPD Assets and Microlin and the third quarter
     2001 appointment of new executive management, the Company reorganized its
     business into two segments: consumer products and materials based, to
     reflect the new business and management strategy. Subsequent to the
     issuance of the Company's June 30, 2002 consolidated financial statements
     and the acquisition of Tilia, the Company revised its business segment
     information to report five business segments within these two groups. Prior
     periods have been reclassified to conform to the current segment
     definitions.

     The consumer products group consists of the vacuum packaging and domestic
     consumables segments. In the vacuum packaging segment, which was acquired
     in April 2002, the Company is a developer, manufacturer and marketer of the
     FoodSaver(R) line which is the U.S. market leader in home vacuum packaging
     systems and accessories. In the domestic consumables segment, the Company
     markets a line of home food preservation products under the Ball(R),
     Kerr(R) and Bernardin(R) brands, including home canning jars, metal
     closures, and accessories, which are distributed through a wide variety of
     retail outlets.

     The materials based group consists of the metals, injection molded plastics
     and other segments. The metals segment is the largest producer of zinc
     strip in the United States. The injection molded plastics segment
     manufactures injection molded plastic parts used in medical, pharmaceutical
     and consumer products. The other segment includes the manufacturing of
     non-injection molded plastic parts and other immaterial business
     activities. For the three and nine month periods ended September 30, 2001,
     the other segment also included the businesses which comprised the TPD
     Assets and Microlin.



                                       12


     Net sales, operating earnings and assets employed in operations by segment
     are summarized as follows (in thousands):



                                                              Three month                             Nine month
                                                             period ended                            period ended
                                                  ------------------------------------   --------------------------------------
                                                   September 30,      September 30,        September 30,       September 30,
                                                       2002                2001                2002                2001
                                                  ----------------   -----------------   ------------------  ------------------
                                                                                                          
Net sales:
   Vacuum packaging ............................    $  46,102             $      --             $  77,444             $      --
   Domestic consumables ........................       35,548                43,609                99,581               105,760
                                                    ---------             ---------             ---------             ---------

       Total consumer products group ...........       81,650                43,609               177,025               105,760
                                                    ---------             ---------             ---------             ---------
   Metals ......................................       11,988                12,226                32,718                38,002
   Injection molded plastics ...................       10,459                11,488                32,170                31,442
   Other .......................................        6,585                23,274                21,948                75,545
                                                    ---------             ---------             ---------             ---------
       Total materials based group .............       29,032                46,988                86,836               144,989
                                                    ---------             ---------             ---------             ---------
    Intercompany ...............................         (284)                 (120)                 (786)                 (647)
                                                    ---------             ---------             ---------             ---------
           Total net sales .....................    $ 110,398             $  90,477             $ 263,075             $ 250,102
                                                    =========             =========             =========             =========

Operating earnings (loss):
   Vacuum packaging ............................    $  10,764             $      --             $  13,961             $      --
   Domestic consumables ........................        9,044                 8,579                18,899                16,650
                                                    ---------             ---------             ---------             ---------
       Total consumer products group ...........       19,808                 8,579                32,860                16,650
                                                    ---------             ---------             ---------             ---------
   Metals ......................................        2,280                 1,657                 5,965                 6,319
   Injection molded plastics ...................           55                   149                 1,631                   693
   Other .......................................        1,481                (4,184)                5,013                (7,393)
                                                    ---------             ---------             ---------             ---------
       Total materials based group .............        3,816                (2,378)               12,609                  (381)
                                                    ---------             ---------             ---------             ---------
      Intercompany .............................            1                    (1)                    5                    19

      Unallocated corporate expenses (1) .......           --                (3,901)                   --                  (233)

      Loss on divestiture of assets ............           --              (119,725)                   --              (119,725)
                                                    ---------             ---------             ---------             ---------
           Total operating earnings (loss) .....       23,625              (117,426)               45,474              (103,670)
Interest expense, net ..........................        3,817                 2,180                 8,803                 8,351
                                                    ---------             ---------             ---------             ---------
Income (loss) before taxes and minority interest    $  19,808             $(119,606)            $  36,671             $(112,021)
                                                    =========             =========             =========             =========




                                                                                           September 30,         December 31,
                                                                                               2002                 2001
                                                                                          ------------------  ----------------
                                                                                                             
Assets employed in operations:
   Vacuum packaging .........................                                                  $160,491            $     --
   Domestic consumables .....................                                                    50,372              50,943
                                                                                               --------            --------
       Total consumer products group ........                                                   210,863              50,943
                                                                                               --------            --------
   Metals ...................................                                                    15,411              15,096
   Injection molded plastics ................                                                    27,940              28,715
   Other ....................................                                                    12,699              11,341
                                                                                               --------            --------
       Total materials based group ..........                                                    56,050              55,152
                                                                                               --------            --------
          Total assets employed in operations                                                   266,913             106,095
      Corporate (2) .........................                                                    81,097              54,850
                                                                                               --------            --------
          Total assets ......................                                                  $348,010            $160,945
                                                                                               ========            ========


(1)  Unallocated corporate expenses in 2001 are comprised of special charges
     (credits) and reorganization expenses.

(2)  Corporate assets primarily include cash and cash equivalents, amounts
     relating to benefit plans, deferred tax assets and corporate facilities and
     equipment.



                                       13



12.  DERIVATIVE FINANCIAL INSTRUMENTS

     The Company's derivative activities do not create additional risk because
     gains and losses on derivative contracts offset losses and gains on the
     assets, liabilities and transactions being hedged. As derivative contracts
     are initiated, the Company designates the instruments individually as
     either a fair value hedge or a cash flow hedge. Management reviews the
     correlation and effectiveness of its derivatives on a periodic basis.

     Under its prior senior credit facility, as amended ("Old Credit
     Agreement"), the Company used interest rate swaps to manage a portion of
     its exposure to short-term interest rate variations with respect to the
     London Interbank Offered Rate ("LIBOR") on its term debt obligations. The
     Company designated the interest rate swaps as cash flow hedges. Gains and
     losses related to the effective portion of the interest rate swaps were
     reported as a component of other comprehensive income and reclassified into
     earnings in the same period the hedged transaction affected earnings.
     Because the terms of the swaps exactly matched the terms of the underlying
     debt, the swaps were perfectly effective. The interest rate swap agreements
     expired in March 2002.

     In conjunction with the Notes (see Note 4), on April 24, 2002, the Company
     entered into a $75 million interest rate swap ("Initial Swap") to receive a
     fixed rate of interest and pay a variable rate of interest based upon
     LIBOR. The initial effective rate of interest on this swap was 6.05% and
     was due to be recalculated effective November 1, 2002. This contract was
     considered to be an effective hedge against changes in the fair value of
     the Company's fixed-rate debt obligation for both tax and accounting
     purposes.

     Effective September 12, 2002, the Company entered into an agreement,
     whereby it unwound the Initial Swap and contemporaneously entered into a
     new $75 million interest rate swap ("Replacement Swap"). The Replacement
     Swap has the same terms as the Initial Swap, except that the Company will
     pay a variable rate of interest based upon 6 month LIBOR in arrears. The
     spread on this contract is 470 basis points and, based on the 6 month LIBOR
     rate at the commencement of the contract, the Company is recording interest
     at an effective rate of 6.52%. In return for unwinding the Initial Swap,
     the Company received $5.4 million in cash proceeds, of which $1 million
     related to accrued interest that was owed to the Company. The remaining
     $4.4 million of proceeds will be amortized over the remaining life of the
     Notes as a credit to interest expense and is included in the Company's
     consolidated balance sheet as an increase to the value of the long-term
     debt. Such amortization offsets the increased effective rate of interest
     that the Company pays on the Replacement Swap.

     The Replacement Swap is also considered to be an effective hedge against
     changes in the fair value of the Company's fixed-rate debt obligation for
     both tax and accounting purposes. Accordingly, the interest rate swap
     contract will be reflected at fair value in the Company's consolidated
     balance sheet and the related portion of fixed-rate debt being hedged will
     be reflected at an amount equal to the sum of its carrying value plus an
     adjustment representing the change in fair value of the debt obligations
     attributable to the interest rate risk being hedged. The fair market value
     of the interest rate swap as of September 30, 2002 was approximately $1.6
     million and is included as an asset within other assets in the consolidated
     balance sheet, with a corresponding offset to long-term debt. In addition,
     changes during any accounting period in the fair value of this interest
     rate swap, as well as offsetting changes in the adjusted carrying value of
     the related portion of fixed-rate debt being hedged, will be recognized as
     adjustments to interest expense in the Company's consolidated statements of
     income. The net effect of this accounting on the Company's operating
     results is that interest expense on the portion of fixed-rate debt being
     hedged is generally recorded based on variable interest rates. The Company
     is exposed to credit loss, in the event of non-performance by the counter
     party, a large financial institution, however, the Company does not
     anticipate non-performance by the counter party.

     The Company's long-term debt includes approximately $6.0 million of
     non-debt balances arising from the interest rate swap transactions
     described above.




                                       14





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

MANAGEMENT AND CORPORATE OFFICE REORGANIZATION

On September 24, 2001, our board of directors appointed Martin E. Franklin as
our Chairman and Chief Executive Officer and Ian G.H. Ashken as our Vice
Chairman, Chief Financial Officer and Secretary. On October 15, 2001, we
announced the closing of our Indianapolis, Indiana corporate office. In the
first quarter of 2002, corporate functions were transitioned to our new
headquarters in Rye, New York and our consumer products location in Muncie,
Indiana.

Following the sale of our Triangle, TriEnda and Synergy World plastic
thermoforming operations ("TPD Assets") and the third quarter 2001 appointment
of new executive management, we reorganized our business segments into two
groups: consumer products and materials based. Within these two groups there are
currently a total of five business segments, two of which are in the consumer
products group and three of which are in the materials based group. Prior
periods have been reclassified to conform to the current segment definitions.

ACQUISITION AND RELATED FINANCING

On April 24, 2002, we completed our acquisition of the business of Tilia
International, Inc. and its subsidiaries Tilia, Inc. and Tilia Canada, Inc.
(collectively "Tilia"), pursuant to an asset purchase agreement (the
"Acquisition"). Based in San Francisco, California, Tilia is a developer,
manufacturer and marketer of a patented vacuum packaging system for home use,
primarily for food storage, under the FoodSaver(R) brand. The Acquisition was
entered into as part of our plan to pursue growth in food preservation and
branded domestic consumer products. Pursuant to the Acquisition, we acquired
Tilia for approximately $145 million in cash and $15 million in seller debt
financing. Note 3 of the accompanying financial statements includes a discussion
of the intangible assets that were recorded in connection with the Acquisition.
As of September 30, 2002, we had incurred transaction fees in the amount of
approximately $4.5 million, including transaction bonuses paid to certain
officers in the aggregate amount of $0.9 million, principally consisting of
transaction bonuses paid to Martin E. Franklin, our Chairman and Chief Executive
Officer, in the amount of $0.5 million and Ian Ashken, our Vice Chairman, Chief
Financial Officer, and Secretary, in the amount of $0.3 million. In addition,
the Acquisition includes an earn-out provision with a potential payment in cash
or our common stock of up to $25 million payable in 2005, provided that certain
earnings performance targets are met.

Due to the Company having effective control of the business of Tilia as of April
1, 2002, the results of Tilia have been included in the Company's results from
such date. The Company recorded $0.6 million of imputed interest expense in the
second quarter of 2002 to reflect the financing that would have been required
for the period from the effective date (April 1, 2002) to the date of closing
(April 24, 2002). The imputed interest expense reduced the amount of goodwill
recorded.

The Acquisition was financed by (i) an offering of $150 million of 9 3/4% senior
subordinated notes ("Notes") to qualified institutional buyers in a private
placement pursuant to Rule 144A under the Securities Act of 1933, (ii) a
refinancing of our existing indebtedness with a new $100 million five-year
senior secured credit facility, which includes a $50 million term loan facility
and a $50 million revolving credit facility ("New Credit Agreement") and (iii)
cash on hand. See "Financial Condition, Liquidity and Capital Resources" below
for further information.

DIVESTITURES

Effective November 26, 2001, we sold the TPD Assets to Wilbert, Inc. for $21.0
million in cash, a $1.9 million non-interest bearing one-year note as well as
the assumption of certain identified liabilities. In connection with this sale,
we recorded a pre-tax loss of approximately $120 million in the third quarter of
2001 to reflect the write-down of the net assets to be sold.

As a result of the losses arising from the sale of the TPD Assets, we recovered
in January 2002 approximately $15.7 million of federal income taxes paid in 1999
and 2000 by utilizing the carryback of a tax net operating loss generated in
2001. On March 9, 2002, The Job Creation and Workers Assistance Act of 2002 was
enacted which provides, in part, for the carryback of 2001 net operating losses
for five years instead of the previous two year period. As a result, we filed
for an additional refund of $22.8 million, of which $22.2 million was received
in March 2002 and the remainder was received in April 2002.

Effective November 1, 2001, we sold our majority interest in Microlin, LLC, a
developer of proprietary battery and fluid delivery technology, for $1,000 in
cash plus contingent consideration based upon future performance through
December 31, 2012 and the cancellation of future funding requirements.

                                       15


The combined net sales of TPD Assets and Microlin included in the Company's
historical results were $14.9 million and $51.9 million for the three and nine
month periods ended September 30, 2001, respectively. Operating losses
associated with these businesses were $5.1 million and $10.1 million for the
three and nine month periods ended September 30, 2001, respectively.

RESULTS OF OPERATIONS - COMPARISON OF THIRD QUARTER 2002 TO THIRD QUARTER 2001

We reported net sales of $110.4 million for the third quarter of 2002, a 22.0%
increase from net sales of $90.5 million in the third quarter of 2001. We
reported third quarter 2002 operating earnings of $23.6 million. In the third
quarter of 2001, we reported an operating loss of $117.4 million, which included
a write down of $119.7 million for the thermoforming assets held for sale.

In the third quarter of 2002, our consumer products group reported $81.7 million
in net sales and $19.8 million in operating earnings. Net sales of our consumer
products group increased by $38.0 million or 87.2% in the third quarter of 2002
compared to the third quarter of 2001. This increase was principally the result
of the addition of the vacuum packaging business. Sales of our domestic
consumables segment were $8.1 million lower than the third quarter of 2001,
principally due to severe drought weather conditions in the South, Southeast and
West Central regions of the United States. Due in part to these severe drought
weather conditions, sales of the domestic consumables segment in the fourth
quarter of 2002 are expected to be below levels for the comparable prior year
period.

In the third quarter of 2002, our materials based group reported $29.0 million
in net sales and $3.8 million in operating earnings. Net sales within the
materials based group decreased by $18.0 million or 38.2% in the third quarter
of 2002 compared to the third quarter of 2001, of which the divestiture of the
TPD Assets and Microlin accounted for $14.9 million of such change in the other
segment. The remaining decrease in the other segment is principally due to sales
volume declines. Sales of the metals and injection molded plastics segments were
slightly lower than the comparable prior year period.

Gross margin percentages increased to 43.9% in the third quarter of 2002 from
24.5% in the third quarter of 2001, reflecting the higher gross margins of the
acquired vacuum packaging business, the lower gross margins of the disposed TPD
Assets and Microlin businesses, a $1.5 million charge for slow moving inventory
in the domestic consumables segment in 2001 and cost efficiency improvements in
all our segments.

Selling, general and administrative expenses increased from $14.4 million in the
third quarter of 2001 to $24.9 million in the third quarter of 2002. Expenses
within our consumer products group principally increased as a result of the
addition of the vacuum packaging business. Partially offsetting this effect,
expenses within the domestic consumables segment decreased due to lower selling
expenses related to the reduced sales for the quarter. Expenses within our
materials based group decreased primarily due to the divestiture of TPD Assets
and Microlin. Selling, general and administrative expenses as a percentage of
net sales increased from 15.9% in the third quarter of 2001 to 22.5% for the
third quarter of 2002. The increase in the percentage resulted primarily from
the higher percentage of the acquired vacuum packaging business, partially
offset by the higher percentage of the divested TPD Assets and Microlin
businesses and lower selling, general and administrative costs as a percentage
of sales in the domestic consumables segment in the third quarter of 2002 versus
the comparable period in 2001.

We incurred net special charges (credits) and reorganization expenses of $3.9
million in the third quarter of 2001, consisting of $1.3 million in costs to
exit facilities and $2.6 million in separation costs for former executive
officers.

As a result of the adoption of SFAS No. 142, we did not record goodwill
amortization for the three month period ended September 30, 2002. Goodwill
amortization of approximately $1.6 million had been recorded in the three month
period ended September 30, 2001.

Net interest expense increased to $3.8 million for the third quarter of 2002
compared to $2.2 million in the same period last year primarily due to higher
average borrowings outstanding, which was partially offset by a lower weighted
average interest rate.

Our effective tax rate was approximately 40.8% and 30.5% in the third quarter of
2002 and the third quarter of 2001, respectively. The effective tax rate in the
third quarter of 2002 was set in order to bring our year to date effective tax
rate to approximately 39.7%, which is our current estimate for the effective tax
rate for the full year of 2002. The rate in the third quarter of 2001 was lower
than the statutory federal rate as it included a valuation allowance for tax
benefits associated with the loss on the sale of the thermoforming assets that
at the time was considered to be potentially unrealizable.

                                       16


RESULTS OF OPERATIONS - COMPARISON OF YEAR TO DATE 2002 TO YEAR TO DATE 2001

We reported net sales of $263.1 million for the first nine months of 2002, a
5.2% increase from net sales of $250.1 million in the first nine months of 2001.
We reported operating earnings of $45.5 million for the first nine months of
2002. In the first nine months of 2001, we reported an operating loss of $103.7
million, which included a write down of $119.7 million for the thermoforming
assets held for sale.

In the first nine months of 2002, our consumer products group reported $177.0
million in net sales and $32.9 million in operating earnings. Net sales of our
consumer products group increased by $71.3 million or 67.4% in the first nine
months of 2002 compared to the first nine months of 2001. This increase was
principally the result of the addition of the vacuum packaging business. Sales
of our domestic consumables segment were $6.2 million lower than the third
quarter of 2001, principally due to severe drought weather conditions in the
South, Southeast and West Central regions of the United States during the third
quarter.

In the first nine months of 2002, our materials based group reported $86.8
million in net sales and $12.6 million in operating earnings. Net sales within
the materials based group decreased by $58.2 million or 40.1% in the first nine
months of 2002 compared to the first nine months of 2001, of which the
divestiture of the TPD Assets and Microlin accounted for $51.9 million of such
change in the other segment. The remaining decrease in the other segment is
principally due to sales volume declines. In the metals segment, sales of zinc
products decreased $5.3 million, due primarily to reduced sales to the U.S. Mint
in connection with its inventory reduction program for all coinage. Sales of the
injection molded plastics segment were slightly higher than the comparable prior
year period.

Gross margin percentages increased to 39.3% in the first nine months of 2002
from 24.7% in the first nine months of 2001, reflecting the higher gross margins
of the acquired vacuum packaging business, the lower gross margins of the
disposed TPD Assets and Microlin businesses, a $1.5 million charge for slow
moving inventory in the domestic consumables segment in 2001 and cost efficiency
increases in all of our divisions.

Selling, general and administrative expenses increased from $40.6 million in the
first nine months of 2001 to $57.8 million in the first nine months of 2002.
Expenses within our consumer products group principally increased as a result of
the acquisition of the vacuum packaging business. Partially offsetting this
effect, expenses within the domestic consumables segment decreased due to lower
selling expenses related to the reduced sales year to date in 2002 compared to
the corresponding period in 2001. Expenses within our materials based group
decreased primarily due to the divestiture of TPD Assets and Microlin and lower
expenses in the remaining divisions. Selling, general and administrative
expenses as a percentage of net sales increased from 16.2% in the first nine
months of 2001 to 22.0% for the first nine months of 2002. The increase in the
percentage resulted from the higher percentage of the acquired vacuum packaging
business, partially offset by lower selling, general and administrative costs as
a percentage of sales in the domestic consumables segment in the first nine
months of 2002 versus the comparable period in 2001.

We incurred net special charges (credits) and reorganization expenses of $0.2
million in the first nine months of 2001, consisting of $1.3 million in costs to
exit facilities, $2.6 million in separation costs for former executive officers
and $1.4 million of costs to evaluate strategic options, partially offset by
$4.1 million in pre-tax income related to the discharge of certain deferred
compensation obligations and $1 million of gain from insurance recovery.

As a result of the adoption of SFAS No. 142, we did not record goodwill
amortization for the nine month period ended September 30, 2002. Goodwill
amortization of approximately $4.9 million had been recorded in the nine month
period ended September 30, 2001.

Net interest expense of $8.8 million for the first nine months of 2002 was
higher than the $8.4 million recorded in the same period last year primarily due
to the additional indebtedness assumed as part of the Tilia transaction. During
the nine months ended September 30, 2002, we had a lower weighted average
interest rate than the corresponding period, which was offset by higher average
borrowings outstanding.

At December 31, 2001, we had federal net operating losses that were recorded as
a deferred tax asset with a valuation allowance of $5.4 million. Due to the
impact of the Job Creation Act and the tax refunds that we received as a result,
a net $4.9 million of this valuation allowance was released in the first nine
months of 2002 resulting in an income tax provision of $9.7 million. Excluding
the release of this valuation allowance, our effective tax rate was
approximately 39.7% in the first nine months of 2002. Our net income for the
first nine months of 2002 would have been $22.1 million or $1.55 diluted
earnings per share if this valuation allowance release was excluded. Our
effective tax rate was 30.0% for the first nine months of 2001. This effective
tax rate was lower than the statutory federal rate as it included a valuation
allowance for tax


                                       17


benefits associated with the loss on the sale of the thermoforming assets, which
at the time was considered to be potentially unrealizable.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Until April 24, 2002, our senior credit facility, as amended ("Old Credit
Agreement"), provided for a revolving credit facility of $40 million and a term
loan which amortized periodically as required by the terms of the agreement.
Interest on borrowings under the Old Credit Agreement's term loan and the
revolving credit facilities were based upon fixed increments over adjusted LIBOR
or the agent bank's alternate borrowing rate as defined in the agreement. The
agreement also required the payment of commitment fees on the unused balance.
During first quarter 2002, $15 million of the tax refunds we received were used
to repay a portion of the term loan.

In May 1999, we entered into a three-year interest rate swap with an initial
notional value of $90 million. The swap effectively fixed the interest rate on
approximately 60% of our term debt at a maximum rate of 7.98% for the three-year
period. The swap matured and was terminated in March 2002.

The Old Credit Agreement was replaced as a result of the Acquisition, which was
financed by (i) the offering of $150 million of Notes, (ii) the New Credit
Agreement and (iii) cash on hand.

The Notes were issued at a discount such that we received approximately $147.7
million in net proceeds. The Notes will mature on May 1, 2012, however, on or
after May 1, 2007, we may redeem all or part of the Notes at any time at a
redemption price ranging from 100% to 104.875% of the principal amount, plus
accrued and unpaid interest and liquidated damages, if any. Prior to May 1,
2005, we may redeem up to 35% of the aggregate principal amount of the Notes
with the net cash proceeds from certain public equity offerings at a redemption
price of 109.75% of the principal amount, plus accrued and unpaid interest and
liquidated damages, if any. Interest on the Notes accrues at the rate of 9.75%
per annum and is payable semi-annually in arrears on May 1 and November 1,
commencing on November 1, 2002.

On October 28, 2002, the Company commenced an offering to the holders of the
Notes to exchange the Notes for 9 3/4% senior subordinated notes (the "New
Notes"), which are registered under the Securities Act of 1933, as amended, and
are substantially similar to the Notes except that the mandatory redemption
provisions and the transfer restrictions applicable to the Notes are not
applicable to the New Notes. The Company expects to complete the exchange offer
in December 2002.

In conjunction with the Notes, on April 24, 2002, we entered into a $75 million
interest rate swap ("Initial Swap") to receive a fixed rate of interest and pay
a variable rate of interest based upon LIBOR. The initial effective rate of
interest on this swap was 6.05%. This contract was considered to be an effective
hedge against changes in the fair value of our fixed-rate debt obligation for
both tax and accounting purposes.

Effective September 12, 2002, we entered into an agreement, whereby we unwound
the Initial Swap and contemporaneously entered into a new $75 million interest
rate swap ("Replacement Swap"). The Replacement Swap has the same terms as the
Initial Swap, except that we will pay a variable rate of interest based upon 6
month LIBOR in arrears. The spread on this contract is 470 basis points and,
based on the 6 month LIBOR rate at the commencement of the contract, we are
recording interest at an effective rate of 6.52%. In return for unwinding the
Initial Swap, we received $5.4 million in cash proceeds, of which $1 million
related to accrued interest that was owed to us. The remaining $4.4 million of
proceeds will be amortized over the remaining life of the Notes as a credit to
interest expense and is included in our consolidated balance sheet as an
increase to the value of the long-term debt. Such amortization amount offsets
the increased effective rate of interest that we pay on the Replacement Swap.

The Replacement Swap is also considered to be an effective hedge against changes
in the fair value of our fixed-rate debt obligation for both tax and accounting
purposes. The fair market value of the interest rate swap as of September 30,
2002 was approximately $1.6 million and is included as an asset within other
assets in the consolidated balance sheet, with a corresponding offset to
long-term debt. We are exposed to credit loss in the event of non-performance by
the counter party, a large financial institution, however, we do not anticipate
non-performance by the counter party.

The revolving credit facility and the term loan facility bear interest at a rate
equal to (i) the Eurodollar Rate pursuant to an agreed formula or (ii) a Base
Rate equal to the higher of (a) the Bank of America prime rate and (b) the
federal funds rate plus .50%, plus, in each case, an applicable margin ranging
from 2.00% to 2.75% for Eurodollar Rate loans and from .75% to 1.5% for Base
Rate loans.

The New Credit Agreement contains certain restrictions on the conduct of our
business, including, among other things restrictions, generally, on:

                                       18


     o    incurring debt;

     o    making investments;

     o    exceeding certain agreed upon capital expenditures;

     o    creating or suffering liens;

     o    completing certain mergers;

     o    consolidations and sales of assets and with permitted exceptions,
          acquisitions;

     o    declaring dividends;

     o    redeeming or prepaying other debt; and

     o    certain transactions with affiliates.

The New Credit Agreement also requires our Company to maintain certain financial
covenants.

As of September 30, 2002, we had drawn down $50 million under the term loan
facility, of which approximately $1.3 million had subsequently been repaid based
upon the repayment terms of the New Credit Agreement. As of September 30, 2002,
we had not drawn down the $50 million available under the revolving credit
facility of the New Credit Agreement, although we have used an amount of
approximately $4.2 million of availability for the issuance of letters of
credit.

As of September 30, 2002, we had incurred costs in connection with the issuance
of the Notes and the New Credit Agreement of approximately $7.4 million.

Working capital (defined as current assets less current liabilities) increased
to $100.0 million at September 30, 2002 from $18.4 million at September 30, 2001
due primarily to: the tax refunds of $38.5 million that we received, the working
capital of the acquired vacuum packaging business, a lower amount of current
portion of debt, and increased cash on hand amounts caused by our favorable
operating results, partially offset by $21.7 million in net assets held for sale
relating to the TPD Assets.

Accounts receivable, accounts payable and inventories increased in the
nine-month period ended September 30, 2002, due primarily to the acquisition of
the vacuum packaging business and the customary build-up in anticipation of
seasonal home food preservation activity.

Capital expenditures were $5.0 million in the first nine months of 2002 compared
to $8.3 million for the same period in 2001 and are largely related to
maintaining facilities, tooling projects, improving manufacturing efficiencies
and the installation of new packaging lines for the domestic consumables
segment. As of September 30, 2002, we have capital expenditure commitments of
approximately $6.0 million, of which $4.5 million relates to the installation of
the new packaging line. As of September 30, 2002, we had forward buy contracts
to purchase zinc ingots in the aggregate amount of approximately $1.5 million.

The Company is in the process of making a proposal to purchase the business
assets of Diamond Brands, Inc., a manufacturer and distributor of kitchen
matches, toothpicks and specialty plastic cutlery under the Diamond Brands(R)
and Forster(R) brands. There can be no assurances that the Company's proposal
will be accepted or that the transaction will be consummated. However, if the
proposal is accepted and the transaction is consummated, the Company anticipates
using cash on hand and revolving credit facility availability to finance the
transaction.

We believe that our existing funds, cash generated from our operations and our
debt facility, are adequate to satisfy our working capital and capital
expenditure requirements for the foreseeable future. However, we may raise
additional capital from time to time to take advantage of favorable conditions
in the capital markets or in connection with our corporate development
activities.

CONTINGENCIES

We are involved in various legal disputes in the ordinary course of business. In
addition, the Environmental Protection Agency has designated our Company as a
potentially responsible party, along with numerous other companies, for the
clean up of several hazardous waste sites. Based on currently available
information, we do not believe that the disposition of any of the legal or
environmental disputes our Company is currently involved in will require
material capital or operating expenditures or will otherwise have a material
adverse effect upon the financial condition, results of operations, cash flows
or competitive position of our Company. It is possible, that as additional
information becomes available, the impact on our Company of an adverse
determination could have a different effect.

                                       19


FORWARD-LOOKING INFORMATION

From time to time, we may make or publish forward-looking statements relating to
such matters as anticipated financial performance, business prospects,
technological developments, new products, and similar matters. Such statements
are necessarily estimates reflecting management's best judgment based on current
information. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. Such statements are usually
identified by the use of words or phases such as "believes," "anticipates,"
"expects," "estimates," "planned," "outlook," and "goal." Because
forward-looking statements involve risks and uncertainties, our actual results
could differ materially. In order to comply with the terms of the safe harbor,
we note that a variety of factors could cause our actual results and experience
to differ materially from the anticipated results or other expectations
expressed in forward-looking statements.

While it is impossible to identify all such factors, the risks and uncertainties
that may affect the operations, performance and results of our business include
the following:

     o    Our significant indebtedness could adversely affect our financial
          health, and prevent us from fulfilling our obligations under the Notes
          and the New Credit Agreement;

     o    We will require a significant amount of cash to service our
          indebtedness. Our ability to generate cash depends on many factors
          beyond our control;

     o    Reductions, cancellations or delays in customer purchases would
          adversely affect our profitability;

     o    We may be adversely affected by the financial health of the U.S.
          retail industry;

     o    We may be adversely affected by the trend towards retail trade
          consolidation;

     o    Sales of some of our products are seasonal and weather related;

     o    Competition in our industries may hinder our ability to execute our
          business strategy, achieve profitability, or maintain relationships
          with existing customers;

     o    If we fail to develop new or expand existing customer relationships,
          our ability to grow our business will be impaired;

     o    Our operations are subject to a number of Federal, state and local
          environmental regulations;

     o    We may be adversely affected by remediation obligations mandated by
          applicable environmental laws;

     o    We depend on key personnel;

     o    We enter into contracts with the United States government and other
          governments;

     o    Our operating results can be adversely affected by changes in the cost
          or availability of raw materials;

     o    Our business could be adversely affected because of risks which are
          particular to international operations;

     o    We depend on our patents and proprietary rights;

     o    We may be adversely affected by problems that may arise between
          certain of our vendors, customers, and transportation services that we
          rely on and their respective labor unions that represent certain of
          their employees;

     o    Certain of our employees are represented by labor unions; and

     o    Any other factors which may be identified from time to time in our
          periodic SEC filings and other public announcements.

                                       20


         Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those described in the forward-looking statement, we do not
intend to update forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

In general, business enterprises can be exposed to market risks including
fluctuations in commodity prices, foreign currency values, and interest rates
that can affect the cost of operating, investing, and financing. The Company's
exposures to these risks are low. The majority of the Company's zinc business is
conducted on a tolling basis whereby customers supply zinc to the Company for
processing, or supply contracts provide for fluctuations in the price of zinc to
be passed on to the customer.

The Company, from time to time, invests in short-term financial instruments with
original maturities usually less than fifty days. The Company is exposed to
short-term interest rate variations with respect to Eurodollar or Base Rate on
its term and revolving debt obligations and 6 month LIBOR in arrears on its
interest rate swap. The spread on the interest rate swap is 470 basis points.
Settlements on the interest rate swap are made on May 1 and November 1, with the
first one being due on November 1, 2002. The Company is exposed to credit loss
in the event of non-performance by the counter party, a large financial
institution, however, the Company does not anticipate non-performance by the
counter party.

Changes in Eurodollar or LIBOR interest rates would affect the earnings of the
Company either positively or negatively depending on the changes in short-term
interest rates. Assuming that Eurodollar and LIBOR rates each increased 100
basis points over period end rates on the outstanding term debt and interest
rate swap, the Company's interest expense would have increased by approximately
$0.4 million for both the nine month periods ended September 30, 2002 and
September 30, 2001, respectively. The amount was determined by considering the
impact of the hypothetical interest rates on the Company's borrowing cost,
short-term investment rates, interest rate swap and estimated cash flow. Actual
changes in rates may differ from the assumptions used in computing this
exposure.

The Company does not invest or trade in any derivative financial or commodity
instruments, nor does it invest in any foreign financial instruments.

ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES

Within 90 days prior to the filing of this report, an evaluation was performed
under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Chief Executive Officer and Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of their evaluation.






















                                       21



PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

On October 24, 2002, Rene-Pierre Azria was appointed as a member of the
Company's board of directors to fill the vacancy resulting from the resignation
of David L. Swift from the Company's board of directors on the same date.

The Company is in the process of making a proposal to purchase the business
assets of Diamond Brands, Inc., a manufacturer and distributor of kitchen
matches, toothpicks and specialty plastic cutlery under the Diamond Brands(R)
and Forster(R) brands. There can be no assurances that the Company's proposal
will be accepted or that the transaction will be consummated. However, if the
proposal is accepted and the transaction is consummated, the Company anticipates
using cash on hand and revolving credit facility availability to finance the
transaction.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a. EXHIBITS

Exhibit             Description
- -------             -----------

99.1                Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *


* Filed herewith.

b.  REPORTS ON FORM 8-K

No reports on Form 8-K have been filed during the quarter for which this report
is filed.
























                                       22







                                    SIGNATURE

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.


                                           JARDEN CORPORATION



Date: November 6, 2002                     By: /s/ Ian G.H. Ashken
      ----------------                         --------------------
                                               Ian G.H. Ashken
                                               Vice Chairman, Chief Financial
                                                 Officer and Secretary






























                                       23


                                  CERTIFICATION


I, Martin E. Franklin, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Jarden 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 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 functions):

     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

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether 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: November 6, 2002

                                             /s/ Martin E. Franklin
                                             ----------------------

                                             Martin E. Franklin
                                             Chief Executive Officer







                                       24



                                  CERTIFICATION


I, Ian Ashken, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Jarden 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 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 functions):

     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

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether 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: November 6, 2002

                                                  /s/ Ian G.H. Ashken
                                                  -------------------

                                                  Ian G.H. Ashken
                                                  Chief Financial Officer



                                       25