SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GSCP RECOVERY INC (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PACIFIC AEROSPACE & ELECTRONICS INC [ PFAE, OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/01/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)(2)(3)	07/01/2003	07/01/2003	P		2,901,424(4)	A	0.001	12,265,021	D	See Footnotes(5)(6)
Common Stock	07/01/2003	07/01/2003	P		0(6)	A	0	10,477,115	I	See Footnote(6)
Common Stock	07/01/2003	07/01/2003	P		0(7)	A	0	3,859,685	I	See Footnote(8)
Common Stock	07/01/2003	07/01/2003	P		0(8)	A	0	18,882,451	D	See Footnote(8)
Common Stock	07/01/2003	07/01/2003	P		0(9)	A	0	22,742,136	I	See Footnote(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. GSCP Recovery, Inc., is making this joint filing on Form 4 on its behalf and as the designated beneficial owner on behalf of the following entities and individuals: GSC Recovery II GP, L.P., GSC RII, L.L.C., GSCP (NJ) Holdings, L.P., GSCP (NJ), Inc., Greenwich Street Capital Partners II, L.P., GSCP Offshore Fund, L.P., Greenwich Street Employees Fund, L.P., Greenwich Fund, L.P., TRV Executive Fund, L.P., Greenwich Street Investments II, L.L.C., GSCP (NJ), L.P., Keith W. Abell, Alfred C. Eckert III, Robert A. Hamwee, Richard M. Hayden, Thomas V. Inglesby, Matthew C. Kaufman, Sanjay H. Patel, Christine K. Vanden Beukel and Andrew Wagner (collectively, the "Affiliates") and GSC Recovery II, L.P.

2. Greenwich Street Capital Partners II, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P., TRV Executive Fund, L.P. and GSC Recovery II, L.P. are Delaware limited partnerships. GSCP Offshore Fund, L.P. is a Cayman Islands exempted limited partnership. GSCP Recovery, Inc. is a Cayman Islands corporation. All of the outstanding capital stock of GSCP Recovery, Inc. is owned by Greenwich Street Capital Partners II, L.P., GSCP Offshore Fund, L.P., Greenwich Street Employees Fund, L.P., Greenwich Fund, L.P. and TRV Executive Fund, L.P.

3. GSC Recovery II GP, L.P. is the general partner of GSC Recovery II, L.P. GSCP (NJ) L.P. is the manager of Greenwich Street Capital Partners II, L.P., GSCP Offshore Fund, L.P., Greenwich Fund, L.P., Greenwich Street Employees Fund, L.P. and TRV Executive Fund, L.P. GSCP (NJ), L.P. is also the manager of GSC Recovery II, L.P. GSCP (NJ), Inc. is the general partner of GSCP (NJ), L.P. GSC RII, L.L.C. is the managing memer of GSC Recfovery II GP, L.P. GSCP (NJ) Holdings, L.P. is the generral partner of GSC RII, L.L.C. Each of Mr. Abell, Mr. Eckert III, Mr. Hamwee, Mr. Hayden, Mr. Englesby, Mr. Kaufman, Mr. Patel and Ms. Vanden Beukel is a manging member of Greenwich Street Investments II, L.L.C., a managing director, executive officer and shareholder of GSCP (NJ), Inc. and a limited partner of GSCP (NJ), L.P. and GSCP (NJ) Holdings, L.P. Mr. Kaufman is a director of the Company and filed a separate Form 4.

4. On July 1, 2003 GSCP Recovery, Inc. purchased 2,901,424 shares of Common Stock, par value $0.001 per share (the "Common Stock") of Pacific Aerospace & Electronics, Inc. (the "Company") from a third party, bringing the total number of shares of Common Stock directly owned by GSCP Recovery, Inc. to 12,265,021.

5. On March 19, 2002 GSC Recovery II, L.P., GSCP Recovery, Inc. and certain other holders (the "Other Holders") of Common Stock entered into an agreement regarding, among other things, the manner in which the shares of Common Stock will be voted as to the election of members of the Board of Directors of the Company (the "Voting Agreement"). As a result of the Voting Agreement, GSC Recovery II, L.P., GSCP Recovery, Inc., the Affiliates and the Other Holders (the "Group") are deemed to be a group for purposes of Rule 16a-1(a)(1) of the Securities Exchange Act of 1934.

6. GSCP Recovery, Inc. indirectly owns 10,477,115 shares of Common Stock as a result of it being a member of the Group. GSCP Recovery, Inc. disclaims beneficial ownership of the Company's securities except to the extent of its pecuniary interest in the Company's Common Stock.

7. GSC Recovery II, L.P. is the direct owner of 3,859,685 shares of Common Stock.

8. GSC Recovery II, L.P. indirecty owns 18,882,451 shares of Common Stock as a result of it being a member of the Group. GSC Recovery II, L.P. disclaims beneficial ownership of the Company's securities except to the extent of its pecuniary interest in the Company's Common Stock.

9. Each Affiliate indirectly owns 22,742,136 shares of Common Stock by virtue of (i) each of their relationships with GSC Recovery II, L.P. and GSCP Recovery, Inc., described below, and (ii) GSC Recovery II, L.P. and GSCP Recovery, Inc., being members of the Group. Each Affiliate disclaims beneficial ownership of the Company's securities except to the extent of its/his pecuniary interest in the Company's Common Stock.

	Matthew C. Kaufman	07/03/2003
	** Signature of Reporting Person	Date
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