8-K

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


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                                    FORM 8-K

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                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                                  May 29, 2003
                          ----------------------------
                Date of report (Date of earliest event reported)

                           DAYTON SUPERIOR CORPORATION
             (exact name of registrant as specified in its charter)



               Ohio                        1-11781            31-0676346
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  (State or other jurisdiction of       (Commission          I.R.S. Employer
   incorporation or organization)       File Number)      Identification Number)




           7777 Washington Village Dr., Suite 130, Dayton, Ohio 45459
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               (Address of Principal Executive Offices) (Zip Code)

                                 (937) 428-6360
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              (Registrant's telephone number, including area code)

                                       N/A
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         (Former name or former address, if changed since last report.)


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ITEM 5.  OTHER EVENTS

     On May 27, 2003, Dayton Superior Corporation (the "Company") announced its
intention to offer $150 million aggregate principal amount of Senior Second
Secured Notes Due 2008 (the "Notes"). The offering of the Notes will not be
registered under the Securities Act of 1933, as amended, and the Notes may not
be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. The net proceeds from the offering
of the Notes are intended to be used to repay borrowings under the Credit
Agreement among the Company and the various lenders party thereto, dated as of
June 16, 2000 (as amended, modified and/or supplemented to, the "Credit
Agreement").

     In connection with the offering of the Notes, the Company has entered into
a Second Amendment dated as of May 20, 2002 (the "Second Amendment") of its
existing Credit Agreement by which the lenders under the Credit Agreement
consented to the issuance of up to $200 million in Notes subject to the
Company's agreement to apply the net cash proceeds of the first $150 million in
Notes to the permanent repayment and reduction of the credit facilities under
the Credit Agreement.

     After giving effect to this repayment and reduction, the Company will
remain entitled to borrow up to $50 million in revolving credit loans under the
Credit Agreement, subject to a borrowing base consisting of 75% of the net book
value of accounts receivable of the Company and its subsidiaries plus 50% of the
net book value of their inventory.

     The Second Amendment also alters the security provisions and certain
covenants in the Credit Agreement and eliminates certain mandatory prepayments
and commitment reductions that previously had been required by the Credit
Agreement.








ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a) and (b) None.

(c)     The following documents are furnished as Exhibits to this Current Report
        on Form 8-K pursuant to Item 601 of Regulation S-K:

99.1    Press Release dated May 29, 2003.









ITEM 9. REGULATION FD DISCLOSURE

     In connection with the offering of $150 million Senior Secured Notes
described in Item 5 of this report, the Company anticipates disclosing to
prospective purchasers of the Notes the information set forth below, which is
included herein for informational purpose and should not be deemed filed under
the Securities Exchange Act of 1934, as amended.

     Based on preliminary internal estimates, management expects that the
Company's operating income in the second quarter of 2003 will be in the range of
$10.0 million to $11.8 million, depreciation and amortization will be in the
range of $5.2 million to $5.3 million and facility closing and severance expense
will be in the range of $0.3 million to $0.4 million. Therefore, management
expects that the Company's earnings before interest expense, provision (benefit)
for income taxes, depreciation expense, amortization of intangibles and facility
closing and severance expense ("EBITDA") for the second quarter of 2003 will be
in the range of $15.5 million to $17.5 million. The Company believes that
certain investors may find EBITDA to be a useful tool for measuring a company's
ability to service its debt. EBITDA does not represent cash flows from operating
activities, as defined by U.S. generally accepted accounting principles, and is
not a substitute for operating income as an indicator of operating performance
or operating cash flows as a measure of liquidity. The way we calculate EBITDA
may differ from that used by other companies and, therefore, comparability may
be limited. Actual results for the quarter will depend on numerous factors, many
of which are beyond the Company's control.

     Certain statements made herein concerning anticipated future performance
are forward-looking statements. These forward-looking statements are based on
estimates, projections, beliefs and assumptions of management and are not
guarantees of future performance. Actual future performance, outcomes and
results may differ materially from those expressed in forward-looking statements
as a result of a number of important factors. Representative examples of these
factors include (without limitation) the cyclical nature of nonresidential
building and infrastructure construction activity, which can be affected by
factors outside Dayton Superior's control, such as the general economy and
governmental expenditures; Dayton Superior's ability to successfully integrate
acquisitions on a timely basis; the seasonality of the construction industry;
and the amount of debt Dayton Superior must service. Quarterly results are also
subject to the timing of revenue recognition relating to equipment sales, which
tend to be unpredictable. This list of factors is not intended to be exhaustive,
and additional information concerning relevant risk factors can be found in
Dayton Superior's Registration Statement on Form S-4, Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with
the Securities and Exchange Commission.






                                   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 hereunto duly authorized.

                           DAYTON SUPERIOR CORPORATION




                                         By: /s/      Thomas W. Roehrig
                                            ----------------------------------
                                            Name: Thomas W. Roehrig
                                           Title: Vice President,
                                                  Corporate Accounting

Date: May 29, 2003







                                  EXHIBIT INDEX


EXHIBIT NO.               DOCUMENT DESCRIPTION

99.1                      Press release dated May 29, 2003.

EX-99

                                                                Exhibit 99.1


                 Dayton Superior Corporation Announces
                Second Quarter 2003 Earnings Estimates

    DAYTON, Ohio--(BUSINESS WIRE)--May 29, 2003--Dayton Superior
Corporation today announced its earnings estimates for the second
quarter of 2003.
    Based on preliminary internal estimates, management expects that
the Company's operating income in the second quarter of 2003 will be
in the range of $10.0 million to $11.8 million, depreciation and
amortization will be in the range of $5.2 million to $5.3 million and
facility closing and severance expense will be in the range of $0.3
million to $0.4 million. Therefore, management expects that the
Company's earnings before interest expense, provision (benefit) for
income taxes, depreciation expense, amortization of intangibles and
facility closing and severance expense ("EBITDA") for the second
quarter of 2003 will be in the range of $15.5 million to $17.5
million. The Company believes that certain investors may find EBITDA
to be a useful tool for measuring a company's ability to service its
debt. EBITDA does not represent cash flows from operating activities,
as defined by U.S. generally accepted accounting principles, and is
not a substitute for operating income as an indicator of operating
performance or operating cash flows as a measure of liquidity. The way
we calculate EBITDA may differ from that used by other companies and,
therefore, comparability may be limited. Actual results for the
quarter will depend on numerous factors, many of which are beyond the
Company's control.

    Dayton Superior Corporation, with 2002 revenues of $378 million,
is the largest North American manufacturer and distributor of metal
accessories and forms used in concrete construction and metal
accessories used in masonry construction and has an expanding
construction chemicals business. The Company's products, which are
marketed under the Dayton Superior(R), Dayton/Richmond(R), Symons(R),
American Highway Technology(R) and Dur-O-Wal(R) names, among others,
are used primarily in two segments of the construction industry:
non-residential buildings and infrastructure construction projects.

    Certain statements made herein concerning anticipated future
performance are forward-looking statements. These forward-looking
statements are based on estimates, projections, beliefs and
assumptions of management and are not guarantees of future
performance. Actual future performance, outcomes and results may
differ materially from those expressed in forward-looking statements
as a result of a number of important factors. Representative examples
of these factors include (without limitation) the cyclical nature of
nonresidential building and infrastructure construction activity,
which can be affected by factors outside Dayton Superior's control,
such as the general economy and governmental expenditures; Dayton
Superior's ability to successfully integrate acquisitions on a timely
basis; the seasonality of the construction industry; and the amount of
debt Dayton Superior must service. Quarterly results are also subject
to the timing of revenue recognition relating to equipment sales,
which tend to be unpredictable. This list of factors is not intended
to be exhaustive, and additional information concerning relevant risk
factors can be found in Dayton Superior's Registration Statement on
Form S-4, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K filed with the Securities and Exchange
Commission.


    CONTACT: Dayton Superior Corporation
             Alan F. McIlroy, 937/428-7172
             Fax: 937/428-9115