ANTHONY
   &
SYLVAN
P O O L S
It's Where America Swims
[GRAPHIC OMITTED]

                                                                October 28, 2003

Dear Shareholder:

Anthony & Sylvan Pools Corporation is offering to buy shares from shareholders
that own 99 or fewer shares of common shares as of October 23, 2003. Anthony &
Sylvan is offering to pay $4.00 per share. No fees or commissions will be
assessed to shareholders electing to participate in this program.

If, as a result, Anthony & Sylvan has fewer than 300 shareholders of record,
Anthony & Sylvan intends to terminate the registration of its common shares
under the Securities Exchange Act of 1934 and become a private, non-reporting
company. This means that we will no longer file periodic reports with the
Securities and Exchange Commission, including, among other things, annual
reports on Form 10-K and quarterly reports on Form 10-Q, and we will not be
subject to the SEC's proxy rules. In addition, our common shares will no longer
be eligible for trading on the Nasdaq SmallCap Market.

To participate in this offer, please contact your broker or account
representative and inform them of your decision to sell through this special
offer.

Further details and the terms of the offer are included with this letter. An
abbreviated Q&A section can be found on the reverse-side. If you have any
further questions or would like additional information about Anthony & Sylvan or
this offer, please refer to the enclosed offer to purchase or call the
information agent, Georgeson Shareholder, toll-free, at 1-800-213-0475.

We believe that if we become a private, non-reporting company we will achieve
substantial cost savings and be able to focus more of our time in managing and
profitably growing the business. We will inform you of the results of our
odd-lot tender offer and of our efforts to delist.

                                                      Sincerely,


                                                      /s/ STUART D. NEIDUS

                                                      Stuart D. Neidus
                                                      Chief Executive Officer

                    TO ENSURE PARTICIPATION IN THIS PROGRAM,
                PLEASE CALL YOUR BROKER OR ACCOUNT REPRESENTATIVE
                              BY DECEMBER 9, 2003.

                              QUESTIONS AND ANSWERS

1.  How do I sell my Anthony & Sylvan shares?

To sell your shares, you must contact your broker or account representative and
inform them of your decision to sell through this special offer.

2.  How much will Anthony & Sylvan pay me for selling my shares?

We will pay $4.00 for each common share that is properly tendered by an eligible
holder. This price represents a 49% premium over $2.68, the weighted average
closing price of our common shares at which trades were reported on the Nasdaq
SmallCap Market for the period January 1, 2003 through October 24, 2003. It also
represents a 12% premium over the average 30 trading day closing price prior to
the announcement of this offer.

3.  Why is Anthony & Sylvan conducting this program?

We want to provide shareholders with small numbers of shares an economical means
to sell their shares without incurring brokerage commissions. We also intend to
terminate the registration of our common shares under the Securities Exchange
Act of 1934 if we have fewer than 300 shareholders of record as a result of this
offer. We expect to achieve substantial savings by not having to file periodic
reports and proxy materials with the SEC.

4.  Do I have to sell my shares?

No.  This program is voluntary.

5.  When will I receive my money?

Alpine Fiduciary Services, as Depositary, will distribute proceeds to your
broker/bank, or to a broker depository for forwarding purposes, promptly after
the receipt of instructions from your broker or account representative. Please
allow additional time for the broker/bank to credit your account with the
proceeds.

6.  How much time do I have to participate?

The offer will expire on DECEMBER 11, 2003, unless extended. Your authorization
to participate is irrevocable. Your broker may need additional time to process
your request, so we suggest you give your instructions to your broker or account
representative no later than December 9, 2003.




       To participate, please call your broker or account representative.

         (C) 2003 COPYRIGHT OF GEORGESON SHAREHOLDER COMMUNICATIONS INC.


ANTHONY & SYLVAN POOLS CORPORATION RESERVES THE RIGHT TO EXTEND THE OFFER AT ANY
TIME AS WELL AS THE RIGHT TO REJECT OR WAIVE ANY IRREGULARITIES OF ANY
TRANSMITTAL NOT IN PROPER ORDER. THE PROGRAM IS NOT BEING MADE TO, NOR WILL
TENDERS BE ACCEPTED FROM, ANY SHAREHOLDER IN ANY JURISDICTION IN WHICH THE
PROGRAM WOULD NOT COMPLY WITH THE LAWS OF SUCH JURISDICTION. NEITHER ANTHONY &
SYLVAN POOLS CORPORATION NOR GEORGESON SHAREHOLDER COMMUNICATIONS INC. MAKE ANY
RECOMMENDATION AS TO YOUR PARTICIPATION IN THIS PROGRAM.