UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K/A
Amendment No. 3

[x] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934. For the fiscal year ended January 31, 2003.

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934. For the transition period from ___ to ___.

Commission file number 1-13437

SOURCE INTERLINK COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)

MISSOURI 43-1710906
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

27500 RIVERVIEW CENTER BLVD., SUITE 400
BONITA SPRINGS, FLORIDA 34134
(Address of Principal Executive Offices) (Zip Code)

(239) 949-4450
(Registrant's Telephone Number, Including Area Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------

Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK
$0.01 PAR VALUE

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

The aggregate market value of the voting and non-voting stock held by
non-affiliates of Source Interlink Companies, Inc. (the "Company") was
approximately $61,919,572 based on the last sale price of the Common Stock
reported by the Nasdaq National Market on July 31, 2002 (the last day of the
Company's most recently completed second fiscal quarter). At April 18, 2003, the
Company had outstanding 18,261,966 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Source Interlink Companies, Inc. Annual
Meeting of Shareholders to be held on July 22, 2003 are incorporated by
reference into Part III of this Annual Report to the extent described in Part
III hereof.

EXPLANATORY NOTE

This report has been amended for the sole purpose of amending and supplementing
the information provided in Item 14 Controls and Procedures.

ITEM 14. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures under the Securities Exchange Act of 1934, as of the
date of this report (the "Evaluation Date"). Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
Evaluation Date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission ("SEC") reports is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our company, including our consolidated subsidiaries, and was made known to them
by others within those entities, particularly during the period when this report
was being prepared.

In addition, there were no changes in our internal controls over financial
reporting that occurred during our most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting. In addition, we have not identified any
significant deficiencies or material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to
adversely affect our ability to record, process, summarize and report financial
information.

As described in Note 20 to our annual consolidated financial statements
contained herein, we have restated our financial statements to reflect
adjustments resulting from the revision of our accounting treatment of revenues
derived from our rebate claim filing services and cash flows from our Advance
Pay Program. In light of this restatement, we conducted a new evaluation of the
effectiveness of our disclosure controls and procedures as of the date of the
filing of this amended report. Based on this evaluation, our principal executive
officer and principal financial officer concluded that the prior conclusion was
correct, and that our disclosure controls and procedures were effective. We have
not designed or implemented any changes to our disclosure controls and
procedures as a result of the restatement or the evaluation.

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized,
March 3, 2004.

SOURCE INTERLINK COMPANIES, INC.
(registrant)

/s/ Marc Fierman
-----------------------------------
Marc Fierman
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated March 3, 2004.

SIGNATURE TITLE

/s/ S. LESLIE FLEGEL Chairman, Chief Executive Officer
- ------------------------------------------ and Director (principal executive officer)
S. Leslie Flegel

/s/ JAMES R. GILLIS President, Chief Operating Officer
- ------------------------------------------ and Director
James R. Gillis

/s/ MARC FIERMAN Chief Financial Officer
- ------------------------------------------ (principal financial and accounting officer)
Marc Fierman

/s/ ROBERT O. ADERS Director
- ------------------------------------------
Robert O. Aders

/s/ HARRY L. FRANC III Director
- ------------------------------------------
Harry L. Franc III

/s/ ARON KATZMAN Director
- ------------------------------------------
Aron Katzman

/s/ ALLAN R. LYONS Director
- ------------------------------------------
Allan R. Lyons

/s/ RANDALL S. MINIX Director
- ------------------------------------------
Randall S. Minix

/s/ KENNETH F. TEASDALE Director
- ------------------------------------------
Kenneth F. Teasdale