SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 Amendment No. 2

to

Form 10-KSB

ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

Commission File No.  0-14119-NY

POLYMER RESEARCH CORP. OF AMERICA

(Exact name of registrant as specified in its charter)

New York	11-2023495
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

   2186 Mill Avenue, Brooklyn, New York       11234

                                    (Address of principal executive offices)                     (Zip Code)                    

(718) 444-4300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:    NONE

Securities registered pursuant to Section 12(g) of the Act:    Common Stock, $.01 par value

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ¨

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.  

x

State issuers’ revenues for its most recent fiscal year - $2,127,457

The aggregate market value of voting stock held by non-affiliates of the Registrant at March 31, 2003, was approximately $1,195,696 based on the last sale price of such stock.

As of March 31, 2003, the Registrant had 2,053,644 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:                              NONE

ITEM 13.	Exhibits and Reports on Form 8-K is hereby amended to read in its
	entirety as follows:
(a)	Exhibits
Exhibit	Description
(3.1)	Registrant's Certificate of Incorporation, as amended, (incorporated by
	reference as previously filed with the United States Securities and
	Exchange Commission on January 7, 1986 on Form 10). Amendment to
	the Certificate of Incorporation dated July 23, 1988, (incorporated by
	reference as previously filed with the United States Securities and
	Exchange Commission in March 1991 with Form 10K)
(3.2)	By Laws, as amended (incorporated by reference as previously filed with
	the United States Securities and Exchange Commission on January 7,
	1986 on Form 10K)
(3.3)	Shareholders Rights Plan.1
(4.1)	SBA Disaster Loan Agreement dated February 13, 2003 between the SBA
	and Registrant,1
* (10.1)	Employment Contract of Carl Horowitz, the Company's President, dated
	March 17, 1998 (filed with 1998 Form 10K).
* (10.3)	Retirement benefits agreement between the Company and Carl Horowitz,
	dated July 26, 1994 (incorporated by reference as previously filed with the
	United States Securities and Exchange Commission in March, 1995 with
	Form 10K).
* (10.4)	Retirement benefits agreement between the Company and Irene Horowitz,
	dated July 26, 1994 (incorporated by reference as previously filed with the
	United States Securities and Exchange Commission in March, 1995 with
	Form 10K).
(23.1)	Consent of Independent Accountants
(99.1)	Certificate of Chief Executive Officer pursuant to 18 U.S.C.ss.1350.

______________________
* Management Contract

¹ Filed herewith

(b) Reports on Form 8-K None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this amendment to the report to be signed on its behalf by the undersigned thereunto duly authorized.

	POLYMER RESEARCH CORPORATION OF AMERICA        (registrant)
Date                                   ,  2003	/s/  Carl Horowitz
	Carl Horowitz, President and Chief Executive Offiicer