SC 13E3/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                 SCHEDULE 13E-3
                                 AMENDMENT NO. 3


                    TRANSACTION STATEMENT UNDER SECTION 13(e)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                            AND RULE 13e-3 THEREUNDER

                       ANTHONY & SYLVAN POOLS CORPORATION
                                (Name of Issuer)

                       ANTHONY & SYLVAN POOLS CORPORATION
                      (Name of Person(s) Filing Statement)

                           Common Shares, No Par Value
                         (Title of Class of Securities)

                                    036762102
                      (Cusip Number of Class of Securities)

                                Stuart D. Neidus
                      Chairman and Chief Executive Officer
                       Anthony & Sylvan Pools Corporation
                                 6690 Beta Drive
                          Mayfield Village, Ohio 44143
                                 (440) 720-3301
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
         and Communications on Behalf of the Person(s) Filing Statement)

                                 WITH COPIES TO:

                               Mary Ann Jorgenson
                       Squire, Sanders & Dempsey L. L. P.
                                 4900 Key Tower
                                127 Public Square
                           Cleveland, Ohio 44114-1304
                                 (216) 479-8500

     This statement is filed in connection with (check the appropriate box):

a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange
Act of 1934.

b. [ ] The filing of a registration statement under the Securities Act of 1993.

c. [X] A tender offer.

d. [ ] None of the above.



Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]

Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]

                            CALCULATION OF FILING FEE
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Transaction Valuation:                                     Amount of Filing Fee
$34,400*                                                   $2.79
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* Calculated solely for the purpose of determining the filing fee, based upon
the odd-lot tender offer price of $4.00 per share for the eligible Common
Shares, multiplied by 8,600, the maximum number of shares to be purchased in the
offer.


[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.


Amount Previously Paid:  $2.79
Filing Party:  Anthony & Sylvan Pools Corporation
Form or Registration No.:  Schedule 13E-3
Date Filed:  October 28, 2003

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                                  INTRODUCTION


This Amendment No. 3 to Schedule 13E-3 ("Final Amendment") amends and
supplements the Schedule 13E-3 (as amended and restated, the "Schedule 13E-3")
filed on October 28, 2003, as amended and restated by Amendment No. 1 filed on
November 13, 2003 and by Amendment No. 2 filed on November 20, 2003. The
Schedule 13E-3 relates to the offer by Anthony & Sylvan Pools Corporation (the
"Company") to purchase for cash (the "Offer") all of the Company's common
shares, no par value (the "Common Shares"), held by shareholders that own 99 or
fewer Common Shares as of the close of business on October 23, 2003 (the "Record
Date") pursuant to the Offer to Purchase dated October 28, 2003, as amended on
November 19, 2003.

The purpose of this Final Amendment is to report that the Company has filed a
Form 15 Certification and Notice of Termination of Registration under Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
with the Securities and Exchange Commission in order to terminate registration
of the Common Shares under Section 12(g) of the Exchange Act.

Except where otherwise indicated below, no changes have been made to the
responses to the items of the Schedule 13E-3 contained in Amendment No. 2 to the
Schedule 13E-3 filed on November 20, 2003.

ITEM 11: INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

         (b)      Item 11 of the Schedule 13E-3 is hereby amended by deleting
                  "None" in sub-item (b) and inserting the following paragraph:

                  The Company filed a Form 15 Certification and Notice of
                  Termination of Registration under Section 12(g) of the
                  Securities Exchange Act of 1934 with the Securities and
                  Exchange Commission on November 21, 2003, in order to
                  terminate registration of the Common Shares under Section
                  12(g) of the Exchange Act.

                  The Offer will expire at 5:00 P.M., Eastern Standard Time, on
                  December 11, 2003. The Company will continue to pay $4.00 for
                  each Common Share that is properly tendered by an eligible
                  shareholder prior to 5:00 P.M., Eastern Standard Time, on
                  December 11, 2003.

ITEM 16:  EXHIBITS.

                  (a)(6)       Press release dated November 21, 2003.


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                                    SIGNATURE


         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                ANTHONY & SYLVAN POOLS CORPORATION




                                By: /s/ STUART D. NEIDUS
                                    --------------------------------------------
                                    Name:  Stuart D. Neidus
                                    Title: Chairman and Chief Executive Officer




Dated:  November 21, 2003


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                                  EXHIBIT INDEX

                               EXHIBIT NO. EXHIBIT



                  (a)(6)       Press release dated November 21, 2003.


                                       -5-

EX-99.A6

FOR IMMEDIATE RELEASE
Contact: William J. Evanson
Executive Vice President & Chief Financial Officer
(440) 720-3301


                       ANTHONY & SYLVAN POOLS CORPORATION
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                 DELISTS COMMON SHARES ON NASDAQ SMALLCAP MARKET
                 -----------------------------------------------

Mayfield Village, Ohio (November 21, 2003) - Anthony & Sylvan Pools Corporation
(NASDAQ: SWIM) today announced that it has filed a Form 15 Certification and
Notice of Termination of Registration under Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act") with the Securities and Exchange
Commission ("SEC") in order to terminate the registration of the Company's
common shares under Section 12(g) of the Exchange Act. Accordingly, the
Company's duty under the Exchange Act to file information, documents and reports
under Section 13 of the Exchange Act has been suspended. In addition, the
Company's common shares will cease to be listed on the Nasdaq SmallCap Market as
of the close of business on November 21, 2003. Under the Company's tender offer
for odd-lot shares, the Company will continue to pay $4.00 for each common share
properly tendered by an eligible shareholder prior to 5:00 P.M., Eastern
Standard Time, on December 11, 2003.

Additional information can be found in a third amendment to the Schedule 13E-3
filed with the SEC on November 21, 2003. The amendment may be obtained, free of
charge, on the website of the Company (www.anthonysylvan.com) or the SEC
(www.sec.gov). Investors who have questions about tendering shares should
contact Georgeson Shareholder, the Information Agent for the offer, by toll-free
telephone at (800) 213-0475.

Anthony & Sylvan operates in the leisure industry, offering in-ground, concrete
residential swimming pools, spas and related products to its customers. The
Company serves its customers through a network of 39 sales design centers in 22
geographic markets in 16 states. It also sells pool-related consumables,
replacement parts, equipment and supplies through retail service centers.