SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

For the fiscal year ended December 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: 1-9511

THE COAST DISTRIBUTION SYSTEM, INC.

(Exact name of Registrant as specified in its charter)

Delaware		94-2490990
(State of Incorporation)		(I.R.S. Employer Identification No.)

350 Woodview Avenue, Morgan Hill, California 95037

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (408) 782-6686

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

Title of each class		Name of each exchange on which registered
Common Stock, par value $.001 per share		American Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

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 þ No ¨

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

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Securities Exchange Act Rule 12b-2). Yes ¨ No þ

The aggregate market value of the outstanding shares of Common stock held by non-affiliates of Registrant as of June 30, 2003, which was determined on the basis of the closing price of Registrant’s shares on that date, was approximately $12,068,000.

On April 28, 2004, 4,545,913 shares of the Registrant’s Common Stock, par value $.001 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE.

NONE

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) Directors of Registrant

Set forth below is information regarding the Company’s directors:

Name		Age		Position		Director Since		Current Term Expires
Thomas R. McGuire		60		Chairman of the Board, Chief Executive Officer and Director		1972		2006
Ben A. Frydman		57		Director		1988		2006
Robert S. Throop		66		Director		1995		2004
John W. Casey		60		Director		1998		2005
Leonard P. Danna		51		Director		2003		2005

Thomas R. McGuire is a founder of the Company and has been Chairman of the Board and Chief Executive Officer of the Company since its inception.

Ben A. Frydman has served as a director since 1988. Mr. Frydman is, and for more than five years has been, engaged in the private practice of law, as a member and shareholder of Stradling Yocca Carlson & Rauth, a Professional corporation, which provided legal services to the Company in 2003. Mr. Frydman is also a director of Collectors Universe, Inc., a publicly traded company which is engaged in the business of providing grading and authentication and other value added services to collectors and dealers of rare coins, sportscards, vintage stamps and autographs.

Robert S. Throop has served as a director since 1995. Until his retirement in late 1996, and for more than the prior five years, Mr. Throop was the Chairman and Chief Executive Officer of Anthem Electronics, Inc. (“Anthem”), which is a national distributor of semiconductor and computer products. Mr. Throop is also a director of the Manitowoc Company, a publicly traded company, and Azerity, which is a privately owned business.

John W. Casey has served as a director since August 1998. From 1980 and until his retirement in 1994, Mr. Casey was President and Chief Executive Officer of Shurflo Pump Mfg. Company (“Shurflo”), which is engaged in the manufacture and sale of pumps used in pumping and circulating water or other liquids in a variety of products and equipment, including recreational vehicles and soft drink dispensing machines. Mr. Casey also serves as a director of the Deschutes Basin Land Trust.

Leonard P. Danna has served as a director since November 2003. Mr. Danna is, and since April 1999 he has been an audit partner with the accounting firm of Vavrinek, Trine Day & Co., LLP. From August 1985 to April 1999 Mr. Danna was an audit partner with Grant Thornton LLP.

(b) Executive Officers of Registrant

Information regarding the Executive Officers of the Registrant is set forth in Part I of this Report.

Family Relationships. There are no family relationships among any of the directors or executive officers of the Company.

Audit Committee of Board of Directors; Financial Expert.

The Board of Directors has a standing Audit Committee, the members of which are Leonard P. Danna, Robert S. Throop and John W. Casey. The Board of Directors has determined that each of the Audit Committee members is independent, as such term is defined in Section 10A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in the listing standards of the American Stock Exchange (the “AMEX”) and that Leonard P. Danna is a “financial expert” as defined in the AMEX listing standards and the applicable rules of the Securities and Exchange Commission (the “SEC”).

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Section 16(a) Beneficial Ownership Reporting Compliance

Based upon information made available to us, we believe that all filing requirements under Section 16(a) of the Securities Exchange Act of 1934, for the year ended December 31, 2003, that were applicable to our directors, executive officers and the holders of more than 10% of our outstanding shares, were satisfied.

Code of Business Conduct

We will be adopting a Code of Business Conduct for our officers and employees prior to June 1, 2004, which is the date as of which the AMEX requires its listed companies to have adopted such a code. The Code also will set forth specific ethical policies and principles that will apply to our Chief Executive Officer, Chief Financial Officer and other key accounting and financial personnel. Copies of our Code of Business and Ethical Code will be posted on our Internet website at www.coastdistribution.com. We also intend to disclose, on our Internet website, any amendments to the Code and any waivers of its requirements that may be granted to our Chief Executive Officer or Chief Financial Officer.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth compensation received in each of the years in the three year period ended December 31, 2003, by the Company’s Chief Executive Officer, and the other executive officers whose aggregate cash compensation for services rendered to the Company in all capacities in 2003 exceeded $100,000 (collectively, the “Named Officers”):

Summary Compensation Table

		Annual Compensation									Stock Options
Name and Principal Position		Year		Salary			Bonus ($)				Shares
Thomas R. McGuire		2003		$	224,249		$	61,000			0
Chairman and Chief Executive Officer		2002			224,249			26,400			0
		2001			252,902			-0	-		50,000
Sandra A. Knell		2003		$	148,750		$	42,000			0
Executive Vice President and		2002			148,750			13,200			0
Chief Financial		2001			167,766			-0	-		17,500
David A. Berger		2003		$	110,500		$	31,000			0
Executive Vice President—Marketing		2002			110,500			13,200			0
		2001			124,625			-0	-		13,000
Dennis A. Castagnola		2003		$	119,925		$	31,000			0
Executive Vice President—Sales		2002			110,500			13,200			0
		2001			124,625			-0	-		13,000

Option Grants

No options were granted to any of the Named Officers during the fiscal year ended December 31, 2003.

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Option Exercises in 2003 and Year-End 2003 Stock Option Data

Mr. McGuire was the only one of the Named Officers to exercise options to purchase shares of common stock during fiscal 2003. The following table provides information concerning his exercise of stock options and the fiscal year-end values of the unexercised “in-the-money options” options that the Named Officers held at December 31, 2003:

Name		Shares Acquired On Exercise		Value Received			Number of Shares Underlying Unexercised Options at Year-End					Value of Unexercised In-the-Money Options at Year-End
							Exercisable		Unexercisable(1)			Exercisable(2)			Unexercisable(1)
Thomas R. McGuire		10,000		$	47,050		107,500		$	—		$	321,150		$	—
Sandra A. Knell		—		$	—		127,500		$	—		$	362,050		$	—
David A. Berger		—		$	—		75,500		$	—		$	211,605		$	—
Dennis A. Castagnola		—		$	—		68,000		$	—		$	201,255		$	—

(1) All of the unexercised “in the money” options held by the Named Officers were fully exercisable at December 31, 2003.

(2) The value, as of December 31, 2003, of the exercisable “in the money” options held by the Named Officers was determined on the basis of the closing price of the Company’s common stock on the American Stock Exchange on December 31, 2003, which was $5.51 per share.

Director’s Compensation

Directors who also are Company employees receive no compensation for serving as directors. Non-employee directors are paid a retainer of $6,000 per year and receive $1,500 for each Board of Directors’ meeting attended and are reimbursed for the out-of-pocket expenses incurred in attending those meetings. No compensation is paid for attending meetings of Committees of the Board of Directors on which directors serve. Pursuant to the Company’s Employee Stock Option Plans, each year each non-employee director is automatically granted an option to purchase 2,000 shares of Company stock at an exercise price that is equal to the fair market value of the shares on the date of grant. These options become fully exercisable six months after the date of grant. Upon joining the Board, each new non-employee director receives an option to purchase 2,000 shares, which becomes exercisable in full one year after the date of grant.

Compensation Committee Interlocks

In fiscal 2003, the members of the Compensation Committee were Robert S. Throop, John W. Casey and Leonard P. Danna, each of whom is a non-employee director of the Company. No executive officer of the Company served on the board of directors or compensation committee of any corporation or other entity which has one or more executive officers serving as members of the Company’s Board of Directors or of its Compensation Committee.

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ITEM  12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of April 28, 2004 information regarding the ownership of the Company’s outstanding common stock by each person known to us to own, beneficially or of record, more than five percent (5%) of our common stock, by each of the directors and Named Officers of the Company, and by all directors and officers of the Company as a group.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership(1)		Percent of Class
Thomas R. McGuire 350 Woodview Avenue Morgan Hill, CA 95037		733,079(2)		15.8%
Dimensional Fund Advisors 1299 Ocean Avenue Santa Monica, CA 90401		286,600(3)		6.3%
JB Capital Partners, L.P. Alan W. Weber 23 Berkley Lane, Rye Brook, New York 10573		235,100(4)		5.2%
Lone Star RV Sales, Inc. 14444 North Freeway, Houston, TX 77090		252,900(5)		5.6%
Robert S. Throop		25,000(6)		*
Ben A. Frydman		21,000(6)		*
John W. Casey		19,000(6)		*
Leonard P. Danna		2,000(6)		*
Sandra A. Knell		157,965(7)		3.4%
David A. Berger		93,831(7)		2.0%
Dennis A. Castagnola		77,518(7)		1.7%
All directors and officers as a group (8 persons)		1,129,393(8)		22.8%

*Less than 1%.

(1) Except as otherwise noted below, the persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to community property laws where applicable.

(2) Includes 87,500 shares subject to outstanding stock options exercisable during the 60-day period ending June 28, 2004.

(3) In a report filed with the Securities and Exchange Commission, Dimensional Fund Advisors, Inc., an investment advisor registered under Section 201 of the Investment Advisors Act of 1940 (“DFA”), reported that it possesses voting or investment power over these shares, which it reported are owned by four investment companies registered under the Investment Company Act of 1940 for which DFA serves as investment advisor and certain commingled group trusts and separate accounts for which DFA serves as investment manager. DFA disclaims beneficial ownership of all such shares.

(4) In a report filed with the Securities and Exchange Commission, JB Capital Partners, L.P and Alan W. Weber, its general partner, reported that they share voting and dispositive power, and therefore share beneficial ownership, with respect to 234,100 of these shares and that Mr. Weber is the sole beneficial owner of, with sole voting and dispositive power over, the other 1,000 shares.

(5) In a report filed with the Securities and Exchange Commission, Lone Star RV Sales, Inc. reported that it possesses sole ownership and dispositive power with respect to these shares and that it disclaims beneficial ownership of 13,000 shares owned by Scott Byrne and 10,000 shares owned by Gordon Byrne.

(6) Includes shares subject to outstanding stock options, as follows: Mr. Frydman — 20,000 shares; Mr. Throop — 20,000 shares; Mr. Casey — 12,000 shares; and Mr. Danna — 2,000 shares.

(7) Includes shares subject to outstanding stock options exercisable during the 60-day period ending June 28, 2004, as follows: Ms. Knell — 127,500 shares; Mr. Berger — 75,500 shares; and Mr. Castagnola — 68,000 shares.

(8) Includes 412,500 shares subject to outstanding stock options exercisable during the 60-day period ending June 28, 2004.

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ITEM  13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Public Accountants. Grant Thornton, LLP (“Grant Thornton”) audited the Company’s consolidated financial statements for the fiscal year ended December 31, 2003.

The Audit Committee’s policy is to pre-approve services to be performed by the Company’s independent public accountants in the categories of audit services, audit-related services, tax services and other services. Additionally, the Audit Committee will consider on a case-by-case basis and, if appropriate, approve specific engagements that are not otherwise pre-approved.

Services Performed and Fees Billed by Grant Thornton. The only services performed by Grant Thornton for the Company relating to the fiscal years ended December 31, 2003 and 2002 were audit services, consisting of the audit of the Company’s consolidated financial statements for, and reviews of the Company’s Quarterly Reports on Form 10-Q filed with the SEC during, the years ended December 31, 2003 and 2002. The fees billed by Grant Thornton for those services in fiscal 2003 totaled $137,500, as compared to fees of $135,000 for fiscal 2002.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 29, 2004				THE COAST DISTRIBUTION SYSTEM, INC.
				By:		/s/    SANDRA A. KNELL
						Sandra A. Knell,
						Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment on Form 10K/A has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/    THOMAS R. MCGUIRE*		Chairman of the Board of Directors, Chief Executive Officer and Director		April 28, 2004
Thomas R. McGuire
/s/    SANDRA A. KNELL         Sandra A. Knell		Executive Vice President (Principal Financial and Principal Accounting Officer)		April 28, 2004
/s/    ROBERT S. THROOP*		Director		April 28, 2004
Robert S. Throop
/s/    JOHN W. CASEY*		Director		April 28, 2004
John W. Casey
/s/    BEN A. FRYDMAN*		Director		April 28, 2004
Ben A. Frydman
/s/    LEONARD P. DANNA*		Director		April 28, 2004
Leonard P. Danna

*By:		/s/    SANDRA A. KNELL				April 28, 2004
		Sandra A. Knell, Attorney-in-Fact

S-1

INDEX TO EXHIBITS

Exhibit No		Description of Exhibits
3.1A		Certificate of Incorporation of the Company as filed with the Delaware Secretary of State on July 1, 1997 and as in effect since that date (incorporated by reference to Exhibit B to the Company’s Definitive Proxy Statement dated and filed with the SEC on July 3, 1997).
3.2		Bylaws of the Company as adopted on July 1, 1997 and as in effect since that date (incorporated by reference to Exhibit C to the Company’s Definitive Proxy Statement dated and filed with the SEC on July 3, 1997).
10.18		Agreement of Purchase and Sale dated June 25, 1985, between Coast R.V., Inc. and Coachmen Industries, Inc. (Incorporated by reference to the same numbered exhibit in the Company’s Current Report on Form 8-K dated June 28, 1985).
10.31		1993 Stock Option and Incentive Plan. (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No. 33-64582) filed with the SEC on June 17, 1993).
10.33		Second Amended and Restated Loan Agreement between the Company and Mellon Bank, together with First Amendment thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 1995).
10.34		Distribution Agreement dated October 11, 1995 between the Company and Recreation Vehicle Products, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 1995).
10.35		1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (No. 333-55933) filed with the Commission on June 3, 1998.
10.36		1999 Stock Incentive Plan (Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000).
10.37		Agreement and Plan of Merger dated as of April 29, 1998, between the Company and The Coast Distribution System, a California corporation and the Company’s predecessor (“Coast California”) pursuant to which its reincorporation in Delaware was accomplished (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement dated and filed with the SEC on July 3, 1997).
10.38		Asset Purchase Agreement dated December 31, 2002 between the Company and SHURflo Manufacturing Co., relating to the sale of the Polar Aire Assets. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 31, 2002).
21*		Subsidiaries of Registrant
23.1*		Consent of Grant Thornton LLP, Independent Certified Public Accountants, re Consolidated Financial Statements of The Coast Distribution System, Inc.
24		Power of Attorney — Included on Signature Page of Form 10-K.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, which is being amended hereby.