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================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                         FOR THE QUARTERLY PERIOD ENDED
                                 MARCH 31, 2003


                                       OR

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from ___________ to __________



                         Commission File Number: 0-20278


                             ENCORE WIRE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



        DELAWARE                                       75-2274963
(State of incorporation)                 (I.R.S. employer identification number)


          1410 MILLWOOD ROAD
            MCKINNEY, TEXAS                              75069
(Address of principal executive offices)               (Zip code)



       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 562-9473


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[ ]


  Number of shares of Common Stock outstanding as of April 30, 2003: 15,119,065




                    Page 1 of 33 Sequentially Numbered Pages
                          Index to Exhibits on Page 21


<PAGE>



                                                                       FORM 10-Q


                             ENCORE WIRE CORPORATION

                                    FORM 10-Q

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

<Table>
<Caption>
                                                                                  Page No.
                                                                                  --------
<S>                                                                               <C>
PART I.  FINANCIAL INFORMATION

     ITEM 1.  Consolidated Financial Statements

        Consolidated Balance Sheets
               March 31, 2003 (Unaudited) and December 31, 2002 ................      3

        Consolidated Statements of Income (Unaudited)
               Quarters ended March 31, 2003 and
               March 31, 2002 ..................................................      5

        Consolidated Statements of Cash Flows (Unaudited)
               Quarters ended March 31, 2003 and March 31, 2002 ................      6

        Notes to Consolidated Financial Statements .............................      7

     ITEM 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations .............................     11

     ITEM 3.  Quantitative and Qualitative Disclosure About
               Market Risk .....................................................     14

     ITEM 4.  Controls and Procedures ..........................................     15

PART II. OTHER INFORMATION

     ITEM 6.  Exhibits and Reports on Form 8-K .................................     15

Signatures .....................................................................     16

Certifications .................................................................     17
</Table>



                                                                               2



<PAGE>
                                                                       FORM 10-Q


                         PART I. FINANCIAL INFORMATION


ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS


                             ENCORE WIRE CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<Table>
<Caption>

                                                                              December 31,
                                                                March 31,         2002
In Thousands of Dollars                                           2003         See Note 1
-----------------------                                         ---------     ------------

                            ASSETS
<S>                                                            <C>          <C>
Current assets:

        Cash .............................................     $    137     $    160
        Accounts receivable (net of allowance of
           $376 and $480) ................................       49,283       46,600
        Inventories (Note 2) .............................       47,922       50,165
        Prepaid expenses and other assets ................        2,311          672
                                                               --------     --------
           Total current assets ..........................       99,653       97,597

Property, plant and equipment-on the basis of cost:
        Land .............................................        5,858        5,858
        Construction in Progress .........................        1,644        1,437
        Buildings and improvements .......................       30,855       30,855
        Machinery and equipment ..........................      102,824      101,509
        Furniture and fixtures ...........................        2,954        2,442
                                                               --------     --------
           Total property, plant, and equipment ..........      144,135      142,101

           Accumulated depreciation and
              amortization ...............................       59,777       56,735
                                                               --------     --------
                                                                 84,358       85,366

Other assets .............................................          171          166
                                                               --------     --------
Total assets .............................................     $184,182     $183,129
                                                               ========     ========
</Table>

                             See accompanying notes


                                                                               3



<PAGE>

                                                                       FORM 10-Q


                            ENCORE WIRE CORPORATION


                     CONSOLIDATED BALANCE SHEETS (continued)
                                   (Unaudited)




<Table>
<Caption>
                                                                                                    December 31,
                                                                                      March 31,          2002
In Thousands of Dollars, Except Share Data                                              2003         See Note 1
------------------------------------------                                            ---------     ------------

                                LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                                  <C>            <C>
Current liabilities:
     Trade accounts payable ....................................................     $   8,020      $  10,735
     Accrued liabilities .......................................................         5,564          7,718
     Current income taxes payable ..............................................         2,308          2,651
     Current deferred income taxes .............................................           814            814
                                                                                       -------        -------
     Total current liabilities .................................................        16,706         21,918

Non-current deferred income taxes ..............................................         7,193          7,193
Long term notes payable ........................................................        54,240         47,500

Stockholder' equity:
     Common stock, $.01 par value:
     Authorized 20,000,000 shares; issued 16,958,365 and 16,958,365 shares;
          outstanding 15,119,065 and 15,119,065 shares .........................           170            169
     Additional paid-in capital ................................................        34,138         34,138
     Treasury stock 1,839,300 and 1,839,300 shares at cost .....................       (15,275)       (15,275)
     Accumulated other comprehensive income (loss) .............................        (1,278)        (1,319)
     Retained earnings .........................................................        88,288         88,805
                                                                                       -------        -------
     Total stockholders' equity ................................................       106,043        106,518
                                                                                       -------        -------
Total liabilities and stockholders' equity .....................................     $ 184,182      $ 183,129
                                                                                       -------        -------
</Table>

Note:    The consolidated balance sheet at December 31, 2002, as presented, is
         derived from the audited Consolidated Financial statements at that
         date.

                             See accompanying notes


                                                                               4



<PAGE>

                                                                       FORM 10-Q

                            ENCORE WIRE CORPORATION

                       CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


<Table>
<Caption>
                                                                                                Quarter Ended
                                                                                                  March 31,
In Thousands of Dollars, Except Per Share Data                                         2003          2002
----------------------------------------------                                         ----     -------------
<S>                                                                                  <C>        <C>
Net sales ......................................................................     $ 67,152      $ 64,182
Cost of goods sold .............................................................       61,495        54,403
                                                                                     --------      --------
Gross profit ...................................................................        5,657         9,779

Selling, general, and administrative expenses ..................................        5,953         5,771
                                                                                     --------      --------
Operating income (loss) ........................................................         (296)        4,008

Net interest expense ...........................................................          511           327
                                                                                     --------      --------
Income (loss) before income taxes ..............................................         (807)        3,681

Provision (benefit) for income taxes ...........................................         (290)        1,324
                                                                                     --------      --------
Net income (loss) ..............................................................     $   (517)     $  2,357
                                                                                     ========      ========
Net income (loss) per common and common equivalent share - basic ...............     $  (0.03)     $   0.15
                                                                                     ========      ========

Weighted average common and common equivalent shares - basic ...................       15,119        15,260
                                                                                     ========      ========
Net income (loss) per common and common equivalent share - diluted .............     $  (0.03)     $   0.15
                                                                                     ========      ========

Weighted average common and common equivalent shares - diluted .................       15,119        15,469
                                                                                     ========      ========
Cash dividends declared per share ..............................................     $     --      $     --
                                                                                     ========      ========
</Table>

                             See accompanying notes




                                                                               5



<PAGE>

                                                                       FORM 10-Q


                             ENCORE WIRE CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<Table>
<Caption>
                                                                                        Quarter Ended
                                                                                           March 31,
                                                                                     --------------------
In Thousands of Dollars                                                               2003          2002
-----------------------                                                              -------      -------
<S>                                                                                  <C>          <C>
OPERATING ACTIVITIES
    Net income (loss) ..........................................................     $  (517)     $ 2,357
    Adjustments to reconcile net income (loss) to cash provided by
      (used in) operating activities:
          Depreciation and amortization ........................................       3,103        2,460
          Provision for bad debts ..............................................          45           45
       Changes in operating assets and liabilities:
          Accounts receivable ..................................................      (2,728)        (242)
          Inventory ............................................................       2,243       (1,929)
          Accounts payable and accrued liabilities .............................      (4,828)      (7,942)
          Other assets and liabilities .........................................      (1,654)         825
          Current income taxes receivable/payable ..............................        (343)         544
                                                                                     -------      -------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ..................      (4,679)      (3,882)
                                                                                     -------      -------
INVESTING ACTIVITIES
    Purchases of property, plant and equipment .................................      (2,108)      (5,437)
    Increase in long-term investments ..........................................           0            0
    Proceeds from sale of equipment ............................................          24            7
                                                                                     -------      -------
          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ..................      (2,084)      (5,430)
                                                                                     -------      -------
FINANCING ACTIVITIES
    Increase (decrease) in long-term note payable ..............................       6,740        8,500
    Proceeds from issuance of common stock .....................................          --           77
    Purchase of treasury stock .................................................          --           --
                                                                                     -------      -------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ..................       6,740        8,577
                                                                                     -------      -------
Net increase (decrease) in cash ................................................         (23)        (735)
Cash at beginning of period ....................................................         160        1,252
                                                                                     -------      -------
Cash at end of period ..........................................................     $   137      $   517
                                                                                     =======      =======
</Table>

                             See accompanying notes



                                                                               6



<PAGE>

                                                                       FORM 10-Q


                             ENCORE WIRE CORPORATION


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

        The unaudited consolidated financial statements of Encore Wire
Corporation have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments considered
necessary for a fair presentation, have been included. Results of operations for
interim periods presented do not necessarily indicate the results that may be
expected for the entire year. These financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2002.

NOTE 2 - STOCK BASED EMPLOYEE COMPENSATION

        The Company has a stock option plan for employees that provides for the
granting of stock options. The Company accounts for stock-based compensation
utilizing the intrinsic value method in accordance with the provisions of
Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for Stock
Issued to Employees" and related interpretations. Accordingly, no compensation
expense is recognized for fixed option plans because the exercise prices of
Employee stock options equal or exceed the market prices of the underlying stock
on the dates of grant.



                                       7



<PAGE>

                                                                       FORM 10-Q


        The following table represents the effect on net income (loss) and
earnings per share if the Company had applied the fair value based method and
recognition provisions of Statement of Financial Accounting Standards (SFAS) No.
123, "Accounting for Stock-Based Compensation," to stock-based Employee
compensation: ($'s in thousands except per share amounts)

<Table>
<Caption>
                                                                       2003           2002
                                                                    ---------      ---------
<S>                                                                 <C>            <C>
Net income (loss), as reported                                           (517)         2,357

Add:     Stock-based employee compensation expense
         included in reported income, net of
         related tax effects                                               --             --

Deduct:  Total stock-based employee compensation
         expense determined under fair value based
         methods for all awards, net of related tax effects               101            104

Pro forma net income (loss)                                              (618)         2,253

Net income (loss) per share
         Basic, as reported                                         $   (0.03)     $    0.15
         Basic, pro forma                                           $   (0.04)     $    0.15

         Diluted, as reported                                       $   (0.03)     $    0.15
         Diluted, pro forma                                         $   (0.04)     $    0.15
</Table>

As required, the pro forma disclosures above include options granted since
January 1, 1995. Consequently, the effects of applying SFAS 123 for providing
pro forma disclosures may not be representative of the effects on reported net
income for future years until all options outstanding are included in the pro
forma disclosures. For purposes of pro forma disclosures, the estimated fair
value of stock-based compensation plans and other options is amortized to
expense primarily over the vesting period.



                                                                               8



<PAGE>

                                                                       FORM 10-Q


NOTE 3 - INVENTORIES

        Inventories are stated at the lower of cost, determined by the last-in,
first-out (LIFO) method, or market.

        Inventories (in thousands) consisted of the following:

<Table>
<Caption>
                                                       March 31,    December 31,
                                                         2003          2002
                                                       ---------    ------------
<S>                                                    <C>           <C>
Raw materials ....................................     $ 11,231      $ 12,690
Work-in-process ..................................        4,114         4,231
Finished goods ...................................       30,812        30,216
                                                       --------      --------

                                                         46,157        47,137

Increase to LIFO cost ............................        5,139         7,017
                                                       --------      --------

                                                         51,296        54,154

Lower of Cost or Market Adjustment ...............       (3,374)       (3,989)
                                                       --------      --------

                                                       $ 47,922      $ 50,165
                                                       ========      ========
</Table>

        An actual valuation of inventory under the LIFO method can be made only
at the end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations must necessarily be based on management's
estimates of expected year-end inventory levels and costs. Because these are
subject to many forces beyond management's control, interim results are subject
to the final year-end LIFO inventory valuation. The Company reduced the lower of
cost or market reserve by $615,000 in the quarter, leaving $3,374,000 in the
reserve to reflect the fact that the LIFO cost basis as currently calculated,
exceeded the current market value by that amount at the end of the first quarter
of 2003.


                                                                               9



<PAGE>

                                                                       FORM 10-Q


NOTE 4 - INCOME PER SHARE

        Income (loss) per common and common equivalent share is computed using
the weighted average number of shares of common stock and common stock
equivalents outstanding during each period. If dilutive, the effect of stock
options, treated as common stock equivalents, is calculated using the treasury
stock method.

The following table sets forth the computation of basic and diluted earnings per
share:

<Table>
<Caption>

                                                         Quarter Ending     Quarter Ending
                                                             3/31/03            3/31/02
                                                         --------------     -------------
<S>                                                      <C>                <C>
Numerator:
        Net Income                                         $   (516,709)     $  2,356,818
                                                           ============      ============
Denominator:
        Denominator for basic earnings per share -
        weighted average shares                              15,119,065        15,259,810

Effect of dilutive securities:
        Employee stock options                                        0           209,223
                                                           ------------      ------------
Denominator for diluted earnings per share -                 15,119,065        15,469,033
                                                           ============      ============
</Table>


NOTE 5 - LONG TERM NOTE PAYABLE

        Effective August 31, 1999, the Company through its indirectly wholly
owned subsidiary, Encore Wire Limited, a Texas limited partnership, completed an
unsecured loan facility with a group of banks (the "Financing Agreement"). The
Financing Agreement replaced the Company's existing credit facility, and the
Company is a guarantor of the indebtedness. The Financing Agreement has been
amended three times since August 31, 1999. The first two amendments extended the
term to May 31, 2003 and then again to May 31, 2005. The third amendment was
made effective March 31, 2003, to amend certain provisions, including financial
covenants, of the Financing Agreement. The Financing Agreement provides for
maximum borrowings of the lesser of $65.0 million or the amount of eligible
accounts receivable plus the amount of eligible finished goods and raw
materials, less any available reserves established by the banks. The calculated
maximum borrowing amount available at March 31, 2003, as computed under the
Financing Agreement, was $65.0 million. The Financing Agreement is unsecured and
contains customary covenants and events of default. The Company was in
compliance with these covenants, as amended, as of March 31, 2003. Pursuant to
the Financing Agreement, the Company is prohibited from declaring, paying or
issuing cash dividends. At March 31, 2003, the balance outstanding under the
Financing Agreement was $54.24 million. Amounts outstanding under the Financing
Agreement are payable on May 31, 2005 with interest due quarterly based on the
bank's prime rate or LIBOR rate options, at the Company's election.

In December 2001, the Company entered into an interest rate swap agreement on
$24.0 million of its variable rate debt in order to hedge against an increase in
variable interest rates. The terms of



                                                                              10



<PAGE>

                                                                       FORM 10-Q


the agreement fix the interest rate on $24.0 million of the Company's variable
rate, long-term note payable to 4.6% per annum plus a variable increment that is
based on certain financial ratios contained in the loan covenants. This
three-year agreement expires in December 2004. For the quarter ended March 31,
2003, the Company recorded an unrealized gain of $40,625, netting to an
unrealized loss of $1,278,149, as reflected in the accumulated other
comprehensive income line in the equity section of the balance sheet.


NOTE 6 - STOCK REPURCHASE AUTHORIZATION

        On November 6, 2001, the Board of Directors of the Company approved a
stock repurchase program covering the purchase of up to 300,000 shares of its
common stock dependent upon market conditions. Common stock purchases under this
program were authorized through December 31, 2002 on the open market or through
privately negotiated transactions at prices determined by the Chairman of the
Board or the President of the Company. As of December 31, 2002, 150,200 shares
had been purchased under this authorization. Early in 2003, the Board of
Directors extended this program through December 31, 2003 for the remaining
149,800 shares. As of March 31, 2003, there had been no shares purchased under
the extended authorization.

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

GENERAL

        The Company is a low-cost manufacturer of copper electrical building
wire and cable. The Company is a significant supplier of residential wire for
interior wiring in homes, apartments and manufactured housing and commercial
wire for commercial and industrial buildings.

        Price competition for electrical wire and cable is intense, and the
Company sells its products in accordance with prevailing market prices. Copper
is the principal raw material used by the Company in manufacturing its products.
Copper accounted for approximately 63.9%, 66.6% and 63.9% of the Company's cost
of goods sold during fiscal 2002, 2001 and 2000, respectively. The price of
copper fluctuates, depending on general economic conditions and in relation to
supply and demand and other factors, which has caused monthly variations in the
cost of copper purchased by the Company. The Company cannot predict copper
prices in the future or the effect of fluctuations in the cost of copper on the
Company's future operating results.

        The following discussion and analysis relates to factors that have
affected the operating results of the Company for the quarterly periods ended
March 31, 2003 and 2002. Reference should also be made to the audited financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 2002.


                                                                              11



<PAGE>

                                                                       FORM 10-Q



RESULTS OF OPERATIONS

        Net sales for the first quarter of 2003 amounted to $67.2 million
compared with net sales of $64.2 million for the first quarter of 2002. This
dollar increase was the result of an increase in the volume of product shipped,
offset somewhat by a decrease in the price of wire sold. The average sales price
per copper pound of product sold was down in the first quarter of 2003, compared
to the first quarter of 2002. Fluctuations in sales prices are primarily a
result of changing copper raw material prices and product price competition.

        Cost of goods sold increased to $61.5 million in the first quarter of
2003, compared to $54.4 million in the first quarter of 2002. Gross profit
decreased to $5.7 million, or 8.4% of net sales, in the first quarter of 2003
versus $9.8 million, or 15.2% of net sales, in the first quarter of 2002. The
gross profit percentage decrease was attributable primarily to the cost of
copper increasing year over year, while the selling price for finished wire
decreased due to severe price competition in a declining industry market. This
decrease in wire prices and increase in copper raw material costs compressed
margins from the top and bottom resulting in the dramatic decrease in gross
profit margin percentage.

        Inventories are stated at the lower of cost, using the last-in,
first-out (LIFO) method, or market. The Company maintains only one inventory
pool for LIFO purposes as all inventories held by the Company generally relate
to the Company's only business segment, the manufacture and sale of copper
building wire products. As permitted by accounting principles generally accepted
in the United States, the Company maintains its inventory costs and cost of
goods sold on a first-in, first-out (FIFO) basis and makes a quarterly
adjustment to adjust total inventory and cost of goods sold from FIFO to LIFO.
The Company applies the lower of cost or market (LCM) test by comparing the LIFO
cost of its raw materials, work-in-process and finished goods inventories to
estimated market values, which are based primarily upon the most recent quoted
market price of copper, in pound quantities, as of the end of each reporting
period. Additionally, future reductions in the quantity of inventory on hand
could cause copper that is carried in inventory at costs different from the cost
of copper in the period in which the reduction occurs to be included in costs of
goods sold for that period at the different price.

        As a result of increasing copper costs during the first quarter of 2003,
a LIFO adjustment was recorded increasing cost of sales by $1.9 million during
the quarter. At March 31, 2003, the LIFO cost basis of the inventory exceeded
the market value by $3.4 million. Thus, at March 31, 2003 a $.6 million
reduction was made to the LCM reserve, which decreased cost of sales by $.6
million. Future reductions in the price of copper could require the Company to
record a lower of cost or market adjustment against the related inventory
balance, which would result in a negative impact on net income.

        Selling expenses for the first quarter of 2003 were $4.4 million, or
6.5% of net sales, compared to $4.0 million, or 6.2% of net sales, in the first
quarter of 2002. The percentage increase was due to an increase in freight costs
as a percentage of net sales. General and administrative expenses decreased to
$1.6 million, or 2.3% of net sales, in the first quarter of 2003 compared to
$1.7 million, or 2.7% of net sales, in the first quarter of 2002. The provision
for bad debts was $45,000 in the first quarter of 2003 versus $45,000 in the
first quarter of 2002.



                                                                              12



<PAGE>

                                                                       FORM 10-Q


        Net interest expense was $511,000 in the first quarter of 2003 compared
to $327,000 in the first quarter of 2002. The increase was due to the higher
average debt balance during the first quarter of 2003 than the comparable period
during 2002.

        As a result of the foregoing factors, the Company's net income decreased
to a loss of $.5 million in the first quarter of 2003 from net income of $2.4
million in the first quarter of 2002.

LIQUIDITY AND CAPITAL RESOURCES

        The Company maintains a substantial inventory of finished products to
satisfy customers' prompt delivery requirements. As is customary in the
industry, the Company provides payment terms to most of its customers that
exceed terms that it receives from its suppliers. Therefore, the Company's
liquidity needs have generally consisted of operating capital necessary to
finance these receivables and inventory. Capital expenditures have historically
been necessary to expand the production capacity of the Company's manufacturing
operations, including most recently capital expenditures for the Plant 3
expansion project that was completed in the fourth quarter of 2002. The Company
has historically satisfied its liquidity and capital expenditure needs with cash
generated from operations, borrowings under its revolving credit facilities and
sales of its common stock.

        Effective August 31, 1999, the Company through its indirectly wholly
owned subsidiary, Encore Wire Limited, a Texas limited partnership, completed
the Financing Agreement. The Financing Agreement replaced the Company's existing
credit facility, and the Company is a guarantor of the indebtedness. Obligations
under the Financing Agreement are the only material contractual obligations or
commercial commitments of the Company. The Financing Agreement has been amended
three times since August 31, 1999. The first two amendments extended the term,
to May 31, 2003 and then again to May 31, 2005. The third amendment was made
effective March 31, 2003, to amend certain provisions, including financial
covenants, of the Financing Agreement. The Financing Agreement provides for
maximum borrowings of the lesser of $65.0 million or the amount of eligible
accounts receivable plus the amount of eligible finished goods and raw
materials, less any available reserves established by the banks. The calculated
maximum borrowing amount available at March 31, 2003, as computed under the
Financing Agreement, was $65.0 million. The Financing Agreement is unsecured and
contains customary covenants and events of default. The Company was in
compliance with these covenants, as amended, as of March 31, 2003. Pursuant to
the Financing Agreement, the Company is prohibited from declaring, paying or
issuing cash dividends. At March 31, 2003, the balance outstanding under the
Financing Agreement was $54.24 million. Amounts outstanding under the Financing
Agreement are payable on May 31, 2005 with interest due quarterly based on the
bank's prime rate or LIBOR rate options, at the Company's election.

In December 2001, the Company entered into an interest rate swap agreement on
$24.0 million of its variable rate debt in order to hedge against an increase in
variable interest rates. The terms of the agreement fix the interest rate on
$24.0 million of the Company's variable rate, long-term note payable to 4.6% per
annum plus a variable increment that is based on certain financial ratios
contained in the loan covenants. This three-year agreement expires in December
2004. For the quarter ended March 31, 2003, the Company recorded an unrealized
gain of $40,625, netting to an unrealized loss of $1,278,149, as reflected in
the accumulated other comprehensive income line in the equity section of the
balance sheet.



                                                                              13



<PAGE>

                                                                       FORM 10-Q


        Cash used in operations was $4.7 million in the first quarter of 2003
compared to $3.9 million of cash used in operations in the first quarter of
2002. This increase in cash used in operations resulted from an increase in
working capital primarily due to an increase in accounts receivable of $2.8
million and a decrease in accounts payable and accrued liabilities of $4.8
million in the first quarter of 2003. Cash used in investing activities
decreased to $2.1 million in the first quarter of 2003 from $5.4 million in the
first quarter of 2002. In 2003, capital expenditures are returning to a lower
maintenance level after the completion of the Plant 3 expansion project in the
fourth quarter of 2002. The $6.7 million of cash provided by financing
activities in the first quarter of 2003 was used to fund the working capital
increase and the capital expenditures described above.

        During the remainder of 2003, the Company expects its capital
expenditures will consist of additional equipment for its residential and
commercial wire operations as required to maintain production capability and to
enhance efficiencies. The Company will continue to manage its working capital
requirements. These requirements may increase as a result of expected continued
sales increases and will be impacted by the price of copper. The Company
believes that the cash flow from operations and the financing that it expects to
receive from its banks under the Financing Agreement will satisfy capital
expenditure and working capital requirements for the next twelve months.

INFORMATION REGARDING FORWARD LOOKING STATEMENTS

        This report on Form 10-Q contains various "forward-looking statements"
(within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934) and information that are based on
management's belief as well as assumptions made by and information currently
available to management. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
expected. Among the key factors that may have a direct bearing on the Company's
operating results are fluctuations in the economy and in the level of activity
in the building and construction industry, demand for the Company's products,
the impact of price competition and fluctuations in the price of copper.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        There have been no material changes from the information provided in
Item 7.A. of the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.




                                                                              14



<PAGE>

                                                                       FORM 10-Q


ITEM 4.  CONTROLS AND PROCEDURES

        Within the 90 days prior to the date of this report, an evaluation was
performed under the supervision and with the participation of the Company's
management, including the Chief Executive Officer (the "CEO") and the Chief
Financial Officer (the "CFO"), 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 CEO and CFO, concluded that the
Company's disclosure controls and procedures are adequately designed to ensure
that the information that we are required to disclose in this report has been
accumulated and communicated to our management, including our CEO and CFO, as
appropriate, to allow timely decisions regarding such required disclosure.

        There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to March 31, 2003.

PART II.  OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)     The information required by this Item 6(a) is set forth in the
                Index to Exhibits accompanying this Form 10-Q.

        (b)     On April 29, 2003, the Company filed a report on Form 8-K to
                furnish, pursuant to Items 7(c), 9 and 12, a copy of the
                company's earnings release for the first quarter of 2003. The
                Company filed no other reports on Form 8-K during the three
                months ended March 31, 2003.


                                                                              15



<PAGE>

                                                                       FORM 10-Q


                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                         ENCORE WIRE CORPORATION
                           --------------------------------------------------
                                              (Registrant)


Date: May 14, 2003                         /s/ VINCENT A. REGO
                           --------------------------------------------------
                               Vincent A. Rego, Chairman of the Board and
                                         Chief Executive Officer


Date: May 14, 2003                         /s/ DANIEL L. JONES
                           --------------------------------------------------
                                     Daniel L. Jones, President and
                                        Chief Operating Officer


Date: May 14, 2003                         /s/ Frank J. Bilban
                           --------------------------------------------------
                               Frank J. Bilban, Vice President - Finance,
                                         Treasurer and Secretary
                                      (Principal Financial Officer)




                                                                              16



<PAGE>

                                                                       FORM 10-Q


              CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

                             ENCORE WIRE CORPORATION


I, Vincent A. Rego, certify that:

        1.      I have reviewed this quarterly report on Form 10-Q of Encore
                Wire 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 are 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



                                                                              17



<PAGE>

                                                                       FORM 10-Q


                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: May 14, 2003



                                        /s/ VINCENT A. REGO
                            ----------------------------------------------
                                          Vincent A. Rego
                                    Chairman of the Board and
                                     Chief Executive Officer




                                                                              18
<PAGE>

                                                                       FORM 10-Q


              CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

                             ENCORE WIRE CORPORATION



I, Frank J. Bilban, certify that:

        1.      I have reviewed this quarterly report on Form 10-Q of Encore
                Wire 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 are 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




                                                                              19



<PAGE>

                                                                       FORM 10-Q


                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:  May 14, 2003




                                         /s/ FRANK J. BILBAN
                            ----------------------------------------------
                                            Frank J. Bilban
                                 Vice President - Finance, Chief Financial
                                     Officer, Treasurer and Secretary


                                                                              20



<PAGE>

                                                                       FORM 10-Q


                                INDEX TO EXHIBITS

<Table>
<Caption>
Exhibit
Number          Description
------          -----------
<S>             <C>
3.1            Certificate of Incorporation of Encore Wire Corporation, as
               amended (filed as Exhibit 3.1 to the Company's Registration
               Statement on Form S-1, as amended (No. 33-47696), and
               incorporated herein by reference).

3.2            Amended and Restated Bylaws of Encore Wire Corporation, as
               amended through February 7, 2002 (filed as Exhibit 3.2 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2001, and incorporated herein by reference).

10.1           Financing Agreement by and among Encore Wire Limited, as
               Borrower, Bank of America, National Association, as Agent, and
               Bank of America, National Association, and Comerica Bank-Texas,
               as Lenders, dated August 31, 1999 (filed as Exhibit 10.1 to the
               Company's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1999, and incorporated herein by reference).

10.2           First amendment to Financing Agreement of August 31, 1999, dated
               June 27, 2000 by and among Encore Wire Limited, as Borrower, Bank
               of America, National Association, as Agent, and Bank of America,
               National Association, and Comerica Bank-Texas, as Lenders (filed
               as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
               for the quarter ended June 30, 2000, and incorporated herein by
               reference).

10.3           Second amendment to Financing Agreement of August 31, 1999, dated
               June 28, 2002 by and among Encore Wire Limited, as Borrower, Bank
               of America, National Association, as Agent, and Bank of America,
               National Association, and Comerica Bank-Texas, as Lenders (filed
               as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q
               for the quarter ended June 30, 2002, and incorporated herein by
               reference).

10.4           Third amendment to Financing Agreement of August 31, 1999, dated
               March 31, 2003 by and among Encore Wire Limited, as Borrower,
               Bank of America, National Association, as Agent, and Bank of
               America, National Association, and Comerica Bank-Texas, as
               Lenders (included herein).

10.5*          1999 Stock Option Plan, as amended and restated, effective as of
               October 24, 2001 (filed as Exhibit 99.1 to the Company's
               Registration Statement on Form S-8 (No. 333-86620), and
               incorporated herein by reference).

10.6*          1989 Stock Option Plan, as amended and restated (filed as Exhibit
               4.1 to the Company's Registration Statement on Form S-8 (No.
               333-38729), and incorporated herein by reference), terminated
               except with respect to outstanding options thereunder.
</Table>


                                                                              21



<PAGE>

                                                                       FORM 10-Q


                          INDEX TO EXHIBITS (continued)

<Table>
<Caption>
Exhibit
Number          Description
------          -----------
<S>            <C>
21.1           Subsidiaries (filed as Exhibit 21.1 to the Company's Annual
               Report on Form 10-K for the year ended December 31, 2001, and
               incorporated herein by reference).

99.1           Certification of Chief Executive Officer, as required by 10
               U.S.C. Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002 (included herein).

99.2           Certification of Chief Financial Officer, as required by 10
               U.S.C. Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002 (included herein).
</Table>

*              Management contract or compensatory plan.


                                                                              22






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>3
<FILENAME>d06038exv10w4.txt
<DESCRIPTION>THIRD AMENDMENT TO FINANCING AGREEMENT
<TEXT>
<PAGE>


                                                                       FORM 10-Q


                                                                    EXHIBIT 10.4

                     THIRD AMENDMENT TO FINANCING AGREEMENT

        THIS THIRD AMENDMENT TO FINANCING AGREEMENT (the "Third Amendment")
dated as of March 31, 2003, is by and among ENCORE WIRE LIMITED, a Texas limited
partnership ("Borrower"), BANK OF AMERICA, N.A., a national banking association,
and COMERICA BANK-TEXAS ("Comerica Bank"), a state banking association, in their
individual capacities as "Lenders" (as such term is defined herein), and BANK OF
AMERICA, N.A., a national banking association, as agent for itself and other
Lenders (in such capacity, together with its successors in such capacity, the
"Agent").

                                   WITNESSETH:

        WHEREAS, the Borrower, the Agent and the Lenders are parties to the
Financing Agreement, dated as of August 31, 1999, as amended by that certain
First Amendment to Financing Agreement, dated as of June 27, 2000, and that
certain Second Amendment to Financing Statement, dated as of June 28, 2002 (said
Financing Agreement, as amended, the "Financing Agreement"), pursuant to which
the Lenders agreed to make certain loans available to the Borrower upon the
terms and conditions contained in the Financing Agreement;

        WHEREAS, the parties to the Financing Agreement desire to amend the
Financing Agreement to make certain changes to the terms therein upon the terms
and conditions set forth below;

        NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Borrower, the Lenders, and the Agent agree
as follows:

TERMS. ALL CAPITALIZED TERMS DEFINED IN THE FINANCING AGREEMENT AND NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME DEFINITIONS WHEN USED HEREIN AS SET
FORTH IN THE FINANCING AGREEMENT AS AMENDED.
AMENDMENT OF SECTION 2.8. SECTION 2.8 OF THE FINANCING AGREEMENT IS AMENDED AND
RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
               2.8 Unused Line Fee. Subject in all respects to the provisions of
        paragraph 11.8, in order to compensate Agent for costs and expenses
        associated with administration of the Facility, Borrower agrees to pay
        to Agent a fee in an amount equal to (i) three-twentieths of one percent
        (0.15%) per annum if the ratio of Funded Debt to EBITDA is equal to or
        less than 1.00 to 1, (ii) one-quarter of one percent (0.25%) if the
        ratio of Funded Debt to EBITDA is greater than 1.00 to 1 and less than
        or equal to 3.00 to 1, or (iii) thirty-five one hundredths of one
        percent (0.35%) if the ratio of Funded Debt to EBITDA is greater than
        3.00 to 1, of the unused portion of the Facility (calculated on a daily
        basis for the applicable quarterly period or portion hereof), which
        shall be payable quarterly in arrears on the first day of each April,
        July, October and January during the term thereof and on the date of
        termination of the Facility.


AMENDMENT OF DEFINITION IN SECTION 3.1.6.

THE DEFINITION OF "APPLICABLE MARGIN" CONTAINED IN SECTION 3.1.6 OF THE
FINANCING



<PAGE>

                                                                       FORM 10-Q

 AGREEMENT IS AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
               "Applicable Margin" means the per annum percentages, applicable
        in the case of Prime Based Loans and LIBOR Based Loans, respectively,
        under the specified conditions, as follows:

<Table>
<Caption>
               FUNDED DEBT             APPLICABLE MARGIN FOR      APPLICABLE MARGIN FOR LIBOR
                TO EBITDA                PRIME BASED LOANS                BASED LOANS
               -----------             ---------------------     ---------------------------
<S>                                   <C>                         <C>
       Less than or equal to 1.00     One percent per annum        Three-fourths of one
       to 1.0                         (1.00%)                      percent per annum (0.750%)

       Greater than 1.00 to 1.0 and   One percent per annum        Seven-eighths of one
       less than or equal to 1.50     (1.00%)                      percent per annum (0.875%)
       to 1.0

       Greater than 1.50 to 1.0 and   Three-fourths of one         One percent per annum
       less than or equal to 2.10     percent per annum (0.750%)   (1.00%)
       to 1.0

       Greater than 2.10 to 1.0 and   One half of one percent      One and one-eighths of one
       less than or equal to 2.75     per annum (0.500%)           percent per annum (1.125%)
       to 1.0

       Greater than 2.75 to 1.0 and   One half of one percent      One and one-quarter of one
       less than or equal to 3.00     per annum (0.500%)           percent per annum (1.250%)
       to 1.0
                                                                   Two and one-quarter of one
       Greater than 3.00 to 1.0       Zero                         percent per annum (2.250%)
</Table>

               The Applicable Margin shall be measured and determined according
        to the quarterly consolidated financial statements delivered to Agent
        under paragraph 7.6. Any adjustment in the Applicable Margin after the
        Effective Date shall be deemed effective as of the first day following
        the receipt by the Agent of the financial statements referred to in the
        immediately preceding sentence.


THE DEFINITION OF "PRIME BASED RATE" CONTAINED IN SECTION 3.16 OF THE FINANCING
AGREEMENT IS AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

               "Prime Based Rate" means, on any day, a floating annual rate of
        interest calculated on the basis of actual days elapsed but computed as
        if each year consists of 360 days, equal to the sum of the Prime Rate
        effective as of the first day of the calendar month in which such day
        falls minus the Applicable Margin.

AMENDMENT OF ARTICLE VI. ARTICLE VI OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
ADDING THE FOLLOWING NEW SECTION 6.24 THERETO TO READ AS FOLLOWS:
               6.24 Tax Shelter Regulations. The Borrower does not intend to
        treat the Loans and/or Letters of Credit and related transactions as
        being a "reportable transaction" (within the meaning of Treasury
        Regulation Section 1.6011-4). In the event the Borrower determines to
        take any action inconsistent with such intention, it will promptly
        notify the Agent thereof. If the Borrower so notifies the Agent, the
        Borrower acknowledges that one or more of the Lenders may treat its
        Loans and/or Letters of Credit as part of a transaction that is subject
        to Treasury Regulation Section 301.6112-1, and such Lender or Lenders,
        as applicable, will maintain the lists and other records required by
        such Treasury Regulation.

AMENDMENT OF SECTION 7.7. SECTION 7.7 IS AMENDED AND RESTATED IN ITS ENTIRETY AS
FOLLOWS:


                                                                               2
<PAGE>

                                                                       FORM 10-Q

                7.7 SEC and IRS Filings. Borrower shall deliver to Agent a
        correct and complete copy of (i) each Form 10-K Report of Parent filed
        with the Securities and Exchange Commission, which shall be delivered to
        Agent as soon as possible upon fling thereof and in any event within one
        hundred forty-five (145) days after the end of each fiscal year of
        Parent, (ii) each Form 10-Q Report of Parent filed with the Securities
        and Exchange Commission, which shall be delivered to Agent as soon as
        possible upon fling thereof and in any event within forty-five (45) days
        after the end of each fiscal quarter of Parent, (iii) each other filing
        from time to made with the Securities and Exchange Commission, which
        shall be delivered to Agent as soon as possible upon filing thereof, and
        (iv) each IRS Form 8886 or any successor form, which shall be delivered
        to Agent promptly after the Borrower has notified the Agent of any
        intention by the Borrower to treat the Loans and/or Letters of Credit
        and related transactions as being a "reportable transaction" (within the
        meaning of Treasury Regulation Section 1.6011-4).

AMENDMENT OF SECTION 7.21(a)(1). SECTION 7.21(a)(1) IS AMENDED AND RESTATED IN
ITS ENTIRETY AS FOLLOWS:

                1. Fixed Charge Ratio. Fixed Charge Ratio shall not at January
        1, 2003 or at any time thereafter be less than 3.50 to 1.

AMENDMENT OF SECTION 7.21(a)(2). SECTION 7.21(a)(2) IS AMENDED AND RESTATED IN
ITS ENTIRETY AS FOLLOWS:
               2. Funded Debt to EBITDA. Funded Debt to EBITDA shall not at any
        time be more than (a) from January 1, 2003 through and including March
        30, 2004, 4.25 to 1.0, (b) from March 31, 2004 through and including
        June 29, 2004, 3.50 to 1.0, and (c) from June 30, 2004 and thereafter,
        3.00 to 1.0.

AMENDMENT OF SECTION 7.21(a)(3). SECTION 7.21(a)(3) IS AMENDED AND RESTATED IN
ITS ENTIRETY AS FOLLOWS:
           3. Capital Expenditures. Capital Expenditures shall not exceed
        (a) $7,500,000 during fiscal year 2003 and (b) $10,000,000 in any fiscal
        year thereafter.

AMENDMENT OF SECTION 7.21(b). SECTION 7.21(b) IS AMENDED AND RESTATED IN ITS
ENTIRETY AS FOLLOWS:
               (b) For purposes of measuring the financial covenants under this
        paragraph, the following definitions shall apply, each determined on a
        consolidated basis for Borrower and the Subsidiaries according to GAAP:

                1.      "Capital Expenditures" means all expenditures which are
                        classified as capital expenditures according to GAAP.

                2.      "Cash Taxes" means, for any period, all federal, state,
                        local and foreign income taxes paid in cash during such
                        period.

                3.      "Current Maturities of Long-Term Indebtedness" means,
                        for any period, the scheduled principal payments during
                        such period in respect of indebtedness having a final
                        maturity date of more than one year.

                4.      "EBITDA" means an amount equal to the sum of the
                        following, determined for the preceding four (4)
                        completed Fiscal Quarters: (i) income before



                                                                               3
<PAGE>


                                                                       FORM 10-Q

                        provision for income taxes plus (ii) all interest
                        charges paid or accrued plus (iii) depreciation and
                        amortization.

                5.      "Fixed Charge Ratio" means the ratio of the following,
                        determined for the preceding four (4) Fiscal Quarters:
                        (a) the sum of EBITDA less Cash Taxes less Maintenance
                        Capital Expenditures, (b) divided by the sum of Interest
                        Expense plus Current Maturities of Long-Term
                        Indebtedness.

                6.      "Funded Debt" at any time means an amount equal to the
                        aggregate principal amount outstanding at such time
                        under the Facility.

                7.      "Interest Expense" means all interest charges paid or
                        assumed, excluding capitalized interest, if any.

                8.      "Maintenance Capital Expenditures" means, for any period
                        of four (4) Fiscal Quarters, an amount equal to
                        $6,000,000.

AMENDMENT OF SECTION 11.27. SECTION 11.27 IS AMENDED AND RESTATED IN ITS
ENTIRETY AS FOLLOWS:
               11.27 Confidentiality. Each of the Agent and the Lenders agrees
        to maintain the confidentiality of the Information (as defined below),
        except that Information may be disclosed (a) to its and its Affiliates'
        directors, officers, employees and agents, including accountants, legal
        counsel and other advisors (it being understood that the Persons to whom
        such disclosure is made will be informed of the confidential nature of
        such Information and instructed to keep such Information confidential),
        (b) to the extent requested by any regulatory authority (including any
        self-regulatory authority, such as the National Association of Insurance
        Commissioners), (c) to the extent required by applicable laws or
        regulations or by any subpoena or similar legal process, (d) to any
        other party hereto, (e) in connection with the exercise of any remedies
        hereunder or under any other Loan Document or any action or proceeding
        relating to this Agreement or any other Loan Document or the enforcement
        of rights hereunder or thereunder, (f) subject to an agreement
        containing provisions substantially the same as those of this Section,
        to (i) any Assignee of or participant in, or any prospective Assignee or
        proposed participant in, any of its rights or obligations under this
        Agreement or (ii) any actual or prospective counterparty (or its
        advisors) to any swap or derivative transaction relating to the Borrower
        and its obligations, (g) with the consent of the Borrower or (h) to the
        extent such Information (x) becomes publicly available other than as a
        result of a breach of this Section or (y) becomes available to the Agent
        or any Lender on a nonconfidential basis from a source other than the
        Borrower. For purposes of this Section, "Information" means all
        information received from any Loan Party relating to any Loan Party or
        any of their respective businesses, other than any such information that
        is available to the Agent or any Lender on a nonconfidential basis prior
        to disclosure by any Loan Party, provided that, in the case of
        information received from a Loan Party after the date hereof, such
        information is clearly identified at the time of delivery as
        confidential. Any Person required to maintain the confidentiality of
        Information as provided in this Section shall be considered to have
        complied with its obligation to do so if such Person has exercised the
        same degree of care to maintain the confidentiality of such Information
        as such Person would accord to its own confidential information.




                                                                               4



<PAGE>

                                                                       FORM 10-Q

               Notwithstanding anything to the contrary, "Information" shall not
        include, and the Agent and each Lender may disclose without limitation
        of any kind, any information with respect to the "tax treatment" and
        "tax structure" (in each case, within the meaning of Treasury Regulation
        Section 1.6011-4) of the transactions contemplated hereby and all
        materials of any kind (including opinions or other tax analyses) that
        are provided to the Agent or such Lender relating to such tax treatment
        and tax structure; provided that with respect to any document or similar
        item that in either case contains information concerning the tax
        treatment or tax structure of the transaction as well as other
        information, this sentence shall only apply to such portions of the
        document or similar item that relate to the tax treatment or tax
        structure of the Loans, Letters of Credit and transactions contemplated
        hereby.

CONDITIONS PRECEDENT. THIS THIRD AMENDMENT SHALL BE EFFECTIVE MARCH 31, 2003,
PROVIDED THAT ON OR BEFORE MAY 5, 2003, THE AGENT SHALL HAVE RECEIVED THE
FOLLOWING: EXECUTED SIGNATURE PAGES FROM THE BORROWER, THE AGENT AND THE
LENDERS; AND A CONFIRMATION BY EACH OF THE GUARANTORS OF SUCH GUARANTOR'S
OBLIGATIONS UNDER THE GUARANTIES AND THE OTHER LOAN DOCUMENTS EXECUTED BY SUCH
GUARANTOR.
APPLICABLE MARGIN AND UNUSED LINE FEE ADJUSTMENT. NOTWITHSTANDING ANYTHING IN
SECTION 2.8 SET FORTH IN SECTION 2 HEREOF AND THE AMENDMENT OF THE DEFINITION OF
APPLICABLE MARGIN SET FORTH IN SECTION 3 HEREOF TO THE CONTRARY, FOR PURPOSES OF
CALCULATING THE APPLICABLE MARGIN AND THE UNUSED LINE FEE FOR THE PERIOD FROM
AND INCLUDING THE DATE THIS THIRD AMENDMENT BECOMES EFFECTIVE UNTIL SUCH TIME AS
THE AGENT HAS RECEIVED QUARTERLY CONSOLIDATED FINANCIAL STATEMENTS DELIVERED TO
AGENT UNDER PARAGRAPH 7.6 OF THE FINANCING AGREEMENT WHICH WOULD RESULT IN AN
ADJUSTMENT IN THE APPLICABLE MARGIN OR THE UNUSED LINE FEE, THE RATIO OF FUNDED
DEBT TO EBITDA SHALL BE DETERMINED AS IF THE RATIO OF FUNDED DEBT TO EBITDA IS
GREATER THAT 3.00 TO 1.0.
FURTHER ASSURANCES. THE BORROWER SHALL EXECUTE AND DELIVER SUCH FURTHER
AGREEMENTS, DOCUMENTS, INSTRUMENTS, AND CERTIFICATES IN FORM AND SUBSTANCE
SATISFACTORY TO THE AGENT, AS THE AGENT OR ANY LENDER MAY DEEM NECESSARY OR
APPROPRIATE IN CONNECTION WITH THIS THIRD AMENDMENT.
NO WAIVER. NOTHING CONTAINED IN THIS THIRD AMENDMENT SHALL BE CONSTRUED AS A
WAIVER BY AGENT OR THE LENDERS OF ANY COVENANTS OR PROVISIONS OF THE FINANCING
AGREEMENT, THE OTHER LOAN DOCUMENTS, THIS THIRD AMENDMENT, OR OF ANY OTHER
CONTRACT OR INSTRUMENT BETWEEN BORROWER, AGENT AND/OR LENDERS, AND THE FAILURE
OF AGENT OR LENDERS AT ANY TIME OR TIMES HEREAFTER TO REQUIRE STRICT PERFORMANCE
BY BORROWER OF ANY PROVISIONS THEREOF SHALL NOT WAIVE, AFFECT OR DIMINISH ANY
RIGHT OF AGENT OR THE LENDERS TO THEREAFTER DEMAND STRICT COMPLIANCE THEREWITH.
AGENT AND THE LENDERS HEREBY RESERVE ALL RIGHTS GRANTED UNDER THE FINANCING
AGREEMENT, AND THE OTHER LOAN DOCUMENTS, THIS THIRD AMENDMENT AND ANY OTHER
CONTRACT OR INSTRUMENT BETWEEN THE BORROWER, AGENT AND/OR THE LENDERS.
REPRESENTATIONS AND WARRANTIES. THE BORROWER AND EACH GUARANTOR BY ITS EXECUTION
BELOW REPRESENT AND WARRANT TO THE LENDERS AND THE AGENT THAT (a) THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS THIRD AMENDMENT AND ANY AND ALL OTHER LOAN
DOCUMENTS EXECUTED AND/OR DELIVERED IN CONNECTION HEREWITH HAVE BEEN AUTHORIZED
BY ALL REQUISITE CORPORATE ACTION ON THE PART OF THE BORROWER AND GUARANTORS AND
WILL NOT VIOLATE THE ARTICLES OF INCORPORATION, BYLAWS OR OTHER GOVERNING
DOCUMENTS OF THE BORROWER OR ANY GUARANTOR; (b) THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE FINANCING AGREEMENT AND OTHER LOAN DOCUMENTS ARE
TRUE AND CORRECT ON THE DATE HEREOF BOTH BEFORE AND AFTER GIVING EFFECT TO THIS
THIRD AMENDMENT; (c) THERE EXISTS NO EVENT OF DEFAULT OR DEFAULT




                                                                               5


<PAGE>

                                                                       FORM 10-Q

UNDER THE FINANCING AGREEMENT BOTH BEFORE AND AFTER GIVING EFFECT TO THIS THIRD
AMENDMENT; (d) EACH OF BORROWER AND EACH GUARANTOR IS IN FULL COMPLIANCE WITH
ALL COVENANTS AND AGREEMENTS APPLICABLE TO IT CONTAINED IN THE FINANCING
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY; (e) THE FINANCING
AGREEMENT, AS AMENDED HEREBY, AND THE OTHER LOAN DOCUMENTS REMAIN IN FULL FORCE
AND EFFECT; AND (f) NO NOTICE TO, OR CONSENT OF, ANY PERSON IS REQUIRED UNDER
THE TERMS OF ANY AGREEMENT OF THE BORROWER OR ANY GUARANTOR IN CONNECTION WITH
THE EXECUTION OF THIS THIRD AMENDMENT.
RATIFICATION. THE TERMS AND PROVISIONS SET FORTH IN THIS THIRD AMENDMENT SHALL
MODIFY AND SUPERSEDE ALL INCONSISTENT TERMS AND PROVISIONS IN THE FINANCING
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND, EXCEPT AS EXPRESSLY MODIFIED AND
SUPERSEDED BY THIS THIRD AMENDMENT, THE TERMS AND PROVISIONS OF THE FINANCING
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE RATIFIED AND CONFIRMED AND SHALL
CONTINUE IN FULL FORCE AND EFFECT. THE BORROWER, AGENT AND THE LENDERS AGREE
THAT THE FINANCING AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY,
SHALL CONTINUE TO BE LEGAL, VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS.
COUNTERPARTS. THIS THIRD AMENDMENT AND THE OTHER LOAN DOCUMENTS MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE
AND THE SAME INSTRUMENT. IN MAKING PROOF OF ANY SUCH AGREEMENT, IT SHALL NOT BE
NECESSARY TO PRODUCE OR ACCOUNT FOR ANY COUNTERPART OTHER THAN ONE SIGNED BY THE
PARTY AGAINST WHICH ENFORCEMENT IS SOUGHT.. FOR PURPOSES OF THIS THIRD
AMENDMENT, A COUNTERPART HEREOF (OR SIGNATURE PAGE THERETO) SIGNED AND
TRANSMITTED BY ANY PERSON PARTY HERETO TO THE ADMINISTRATIVE AGENT (OR ITS
COUNSEL) BY FACSIMILE MACHINE, TELECOPIER OR ELECTRONIC MAIL IS TO BE TREATED AS
AN ORIGINAL. THE SIGNATURE OF SUCH PERSON THEREON, FOR PURPOSES HEREOF, IS TO BE
CONSIDERED AS AN ORIGINAL SIGNATURE, AND THE COUNTERPART (OR SIGNATURE PAGE
THERETO) SO TRANSMITTED IS TO BE CONSIDERED TO HAVE THE SAME BINDING EFFECT AS
AN ORIGINAL SIGNATURE ON AN ORIGINAL DOCUMENT.
ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN AGREEMENTS AMONG THE PARTIES, AND EACH OF THE BORROWER, ITS
SUBSIDIARIES, THE AGENT, AND EACH LENDER SPECIFICALLY WAIVES, TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW, ANY RIGHT ANY OF THEM MAY HAVE TO CLAIM THAT THERE
EXISTS AN ORAL AGREEMENT AMONG ANY OF THE PARTIES HERETO.
GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAW.



                                                                               6



<PAGE>

                                                                       FORM 10-Q

WAIVER OF TRIAL BY JURY. THE PARTIES HERETO AGREE THAT NO PARTY HERETO SHALL
REQUEST A TRIAL BY JURY IN THE EVENT OF LITIGATION BETWEEN OR AMONG THEM
CONCERNING THIS THIRD AMENDMENT OR ANY OTHER LOAN DOCUMENTS OR ANY CLAIMS OR
TRANSACTIONS IN CONNECTION THEREWITH, IN EITHER A STATE OR FEDERAL COURT, THE
RIGHT TO TRIAL BY JURY BEING EXPRESSLY WAIVED BY ALL PARTIES HERETO. THE AGENT,
EACH LENDER AND THE BORROWER ACKNOWLEDGES THAT SUCH WAIVER IS MADE WITH FULL
KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED
HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.


             THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK





                                                                               7
<PAGE>


                                                                       FORM 10-Q


        IN WITNESS WHEREOF, the parties have caused this Third Amendment to be
executed by their respective duly authorized officers as of the date first
written above.

BORROWER:

ENCORE WIRE LIMITED

By: EWC GP Corp., its general partner


        By: /s/ DANIEL L. JONES
            --------------------------
            Daniel L. Jones, President

LENDERS AND AGENT:

BANK OF AMERICA, N.A.,
as Agent



        By:  /s/ SUZANNE M. PAUL
             -------------------
             Suzanne M. Paul
             Vice President

BANK OF AMERICA, N.A.,
as a Lender



        By:  /s/ STEVEN MACKENZIE
             --------------------
             Steven Mackenzie
             Vice President

COMERICA BANK-TEXAS,
as a Lender

        By: /s/ ERIC T. ANGONIA
            -------------------------
            Eric T. Angonia
            Corporate Banking Officer




                                                                               8



<PAGE>


                                                                       FORM 10-Q


                            CONFIRMATION OF GUARANTY

        Each of the undersigned Guarantors hereby acknowledges the matters
covered by the Third Amendment to Financing Agreement to which this Confirmation
of Guaranty is attached and confirms that, notwithstanding such matters, the
Guaranty and other Loan Documents executed by such Guarantor, remain in full
force and effect as the continuing obligations of such Guarantor, enforceable
against such Guarantor in accordance with their respective terms.

        IN WITNESS WHEREOF, this Confirmation of Guaranty is executed and
delivered as of the 31st day of March, 2003.

                                    EWC GP CORP.


                                    By: /s/ DANIEL L. JONES
                                        --------------------------
                                        Daniel L. Jones, President



                                    EWC AVIATION, INC.


                                    By: /s/ DANIEL L. JONES
                                        --------------------------
                                        Daniel L. Jones, President


                                    ENCORE WIRE CORPORATION


                                    By: /s/ DANIEL L. JONES
                                        --------------------------
                                        Daniel L. Jones, President

                                    EWC LP CORP.


                                    By: /s/ RICHARD F. KLUMPP
                                        ---------------------------------
                                        Richard F. Klumpp, Vice President




                                                                               9




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>d06038exv99w1.txt
<DESCRIPTION>CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.1

                           CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


In connection with the Quarterly Report of Encore Wire Corporation (the
"Company") on Form 10-Q for the quarterly period ended March 31, 2003 (the
"Report"), I, Vincent A. Rego, Chairman and Chief Executive Officer of the
Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.      The Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
        and

2.      The information contained in the Report fairly presents, in all material
        respects, the financial condition and results of operations of the
        Company.


Date: May 14, 2003


                                         /s/ VINCENT A. REGO
                            ----------------------------------------------
                                            Vincent A. Rego
                                       Chairman of the Board and
                                        Chief Executive Officer







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>d06038exv99w2.txt
<DESCRIPTION>CERTIFICATION OF CHIEF FINANCIAL OFFICER
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

                           CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)




In connection with the Quarterly Report of Encore Wire Corporation (the
"Company") on Form 10-Q for the quarterly period ended March 31, 2003 (the
"Report"), I, Frank J. Bilban, Vice President - Finance, Chief Financial
Officer, Treasurer and Secretary of the Company, certify pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
to my knowledge:

1.      The Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
        and

2.      The information contained in the Report fairly presents, in all material
        respects, the financial condition and results of operations of the
        Company.




Date: May 14, 2003



                                           /s/ FRANK J. BILBAN
                                ----------------------------------------------
                                              Frank J. Bilban
                                  Vice President - Finance, Chief Financial
                                      Officer, Treasurer and Secretary





</TEXT>
</DOCUMENT>
</SUBMISSION>
