PRER14A

THE COEUR D'ALENES COMPANY
PO Box 2610
Spokane, Washington
99220-2610

Notice of Annual Meeting of Shareholders
to be held April 15, 2002

TO THE SHAREHOLDERS OF THE COEUR D'ALENES COMPANY

The Annual Meeting of the Shareholders of The Coeur
d'Alenes Company, an Idaho corporation ("Cd'A" or the
"Company"), will be held on Monday, April 15, 2002 at
1:30 p.m. Pacific Standard Time at the offices of the
Company, 3900 E. Broadway, Spokane WA, (the "Annual
Meeting"), for the following purposes:



1.  To elect five directors to hold office until the
next Annual Meeting of Shareholders and until their
respective successors have been elected or appointed.

2.  To consider and vote upon a proposal to approve the
appointment of BDO Seidman as independent certified
public accountants of the Company for fiscal 2002.

3.  To consider and vote upon a proposal to amend the
Company's articles of incorporation to effect a reverse
split followed by a forward stock split of the Company's common stock.

4.  To transact such other business as may properly
come before the Annual Meeting and any adjournments
thereof.


The close of business on March 1, 2002, has been
designated as the record date for the determination of
Shareholders entitled to notice and to vote at the
Annual Meeting or any adjournments thereof.

By order of the Board of
Directors
Spokane, Washington
Arlene Coulson
Secretary

	YOUR VOTE IS IMPORTANT

The Board of Directors has nominated five persons for
election as directors, all of whom currently act as
directors of the Company.  If a quorum is present at
the Annual Meeting, a plurality of the shares present
is necessary for the election of directors and a
majority of the shares present is necessary for the
approval of the appointment of independent public
accountants.  We consider the vote of each Shareholder
important, whatever the number of shares held.  Please
sign, date and return your proxy in the enclosed
envelope at your earliest convenience.  The prompt
return of your proxy will save expense to your Company.
 The cost of solicitation will be borne by the Company.

The Board of Directors solicits the execution and
prompt return of the accompanying proxy.



	THE COEUR D'ALENES COMPANY
	PO Box 2610
	Spokane, Washington
	99220-2610

	PROXY STATEMENT

Proxies, Solicitation and Voting

This Proxy Statement is furnished in connection with
the solicitation by the Board of Directors of proxies
in the accompanying form to be used at the Annual
Meeting of Shareholders on April 15, 2002.  It was
mailed to shareholders on or about March 8, 2002.
Properly executed and dated proxies received will be
voted in accordance with instructions thereon.  If no
instructions are given with respect to the matters to
be acted upon, the shares represented by the proxy will
be voted for the election of the nominees for directors
designated below, for the approval of the appointment
of BDO Seidman as the independent certified public
accountants of The Coeur d'Alenes Company ("Cd'A" or
the "Company"), for the proposal to amend the Company's
articles of incorporation to effect a reverse stock
split followed by a forward stock split of the
Company's common stock and, as to any other business
that comes before the meeting, in the manner deemed in
the best interests of the Company by the persons named
in the proxy.

Shareholders may vote in person or by proxy.  A
shareholder giving a proxy may revoke it at any time
before it is exercised by filing with the Secretary of
the Company an instrument of revocation or a duly
executed proxy bearing a later date.  A proxy may also
be revoked by attending the Annual Meeting of
Shareholders and voting in person.  Attendance at the
Annual Meeting of Shareholders will not in and of
itself constitute the revocation of a proxy.

As of the record date, March 1, 2002, the Company had
outstanding and entitled to vote 5,335,530 shares of
Common Stock, each of which is entitled to one vote on
each matter to be voted on at the meeting.  The
Articles of Incorporation of the Company state that
shareholders are not entitled to exercise cumulative
voting rights for the election of directors.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Board of Directors of the Company will be comprised
of five members.  The names, ages, business experience
during the past five years and positions of the
nominees for directors are set forth below.  All
directors serve until the next annual meeting of the
Company's shareholders and until their successors are
elected and qualified or until their earlier
resignation, removal or death.  Officers are appointed
annually by the Board of Directors at the
organizational meeting of the directors following the
annual meeting of shareholders.  There are no
arrangements or understandings between any nominee and
any other nominee pursuant to which the nominee is
listed below.




NOMINEES FOR DIRECTORS

NAME			   AGE  POSITION    TERM SERVED

Jimmie T.G. Coulson	   68   Director,    Jan. 1976
5920 S Phalon Lane	        President,   Jan. 1982
Spokane WA 99223	        CEO          Jan. 1982

Marilyn A. Schroeder 	   50   Director,    Dec. 1991
N. 15406 Lloyd Lane	        Treasurer,   Jan. 1982
Mead WA 99021		        CFO	     Jan. 1982
			        Vice-Pres    May 1998

Wendell J. Satre	   83   Director     Mar. 1989
2822 E Snowberry Lane
Spokane WA 99223

Robert P. Shanewise, M.D.  80	Director     Mar. 1989
921 West Comstock Ct.
Spokane WA 99203

Lawrence A. Stanley	   73	Director     Feb. 1997
311 West 32nd Avenue
Spokane WA  99203

Mr. Coulson has been a director of Cd'A since January
1976 and President and Chief Executive Officer of Cd'A
since January 1982.  Mr. Coulson also is a Director of
Inland Northwest Bank, a Washington state-chartered
commercial bank.  He is a member of the Steel Service
Center Institute Planning and Policy committee and a
past Director of Spokane Area Economic Development.

Mr. Satre has been a director of Cd'A since March 1989.
 He is a retired chairman and CEO of Washington Water
Power (currently operating as Avista Corp).  He also is
a director and chairman of Output Technology
Corporation, a manufacturer of high speed printers,
president and chairman of the Board of Directors of
Consolidated Electronics, Inc. and a director of Key
Tronic Corporation where he served as acting president
from August 1991 to March 1992.

Ms. Schroeder has been Treasurer and Chief Financial
Officer of Cd'A since January 1982 and has been a
Director of Cd'A since December 1991 and a Vice
President of Cd'A since 1998.  She also is a member of
the Board of Directors of Associated Industries of the
Inland Northwest and a member of the Steel Service
Center Institute Management Information Committee.

Dr. Shanewise has been a Director of Cd'A since March
1989.  Dr. Shanewise has been an orthopedic surgeon for
Orthopedic Associates, Inc., from 1955 to present.  He
also was a Director of Conjecture from 1979 to February
1993 and President of Conjecture from 1987 to the
merger date of February 2, 1993.  Dr. Shanewise is the
owner of Moran Vista Assisted Living Facility.

Lawrence A. Stanley is currently CEO of Empire Bolt and
Screw, Inc.; former Chairman of the Board of Avista
Corporation, a Director of Output Technology
Corporation, a manufacturer of high speed printers for
industry.  He is past Chairman of the Association of
Washington Businesses and the Spokane Area Chamber of
Commerce.



The directors recommend a vote in favor of the
nomination of these directors.

COMPENSATION OF EXECUTIVE OFFICERS

Executive Officers of the Company

The following information is provided about the
Company's present executive officers.
NAME	 AGE	POSITION & TERM SERVED
3/28/02

Jimmie T.G. Coulson	 68	Director since January 1976
				President and CEO since
	     			January 1982

Marilyn A. Schroeder     50	Director since Dec 1991
				Treas and CFO since Jan.
				1982.
				Vice-President since May
				1998

Lawrence A. Coulson	 43	Gen Mgr of Stock Steel
				since Oct. 1986
				Vice President of Stock
				Steel since Jan 1990

Joel E. Simpson	  	 44	Vice President since
				August 1995
				General Manager Cd'A Ind
				Fab Nov. 1993  September 2001
				Vice President  Special
				Accounts Manager Since
				October 2001
COMPENSATION
Reference is made to the Form 10-KSB for the fiscal
year ended September 2001, Item 10, which is
incorporated by reference herein.




	OTHER TRANSACTIONS

Compensation of Directors

Directors who are not officers of the Company are paid
$400 for each regular meeting attended, $200 for each
special meeting attended and $200 for all committee
meetings not held in conjunction with a full Board
Meeting.

Committees of the Board of Directors
The following is a list of standing committees and
members of each:


                                     NO. MEETINGS FYE
COMMITTEE		MEMBERS
SEPTEMBER 2001

EXECUTIVE	*	Jimmie Coulson		0
			Wendell J. Satre
			Robert P. Shanewise
			Lawrence A. Stanley


AUDIT		*	Lawrence A. Stanley	1
			Robert P. Shanewise	1
			Wendell J. Satre	1

COMPENSATION	*	Robert P. Shanewise	1
			Lawrence A. Stanley	1
			Wendell J. Satre	1

NOMINATING	*	Wendell J. Satre	1
			Lawrence A. Stanley	1
			Jimmie T. G. Coulson	1
			Robert P. Shanewise	1

*  Committee Chairperson

The duties of the Committee are as follows:

Executive Committee.  The Executive Committee shall
have the full authority of the Board of Directors to
take action upon such matters as may be referred to the
Committee by the Board of Directors.

Audit Committee.  The Audit Committee meets with the
independent public accountants at least annually to
review financial data and address issues relevant to
the operation of the Company.

Compensation Committee.  The Compensation Committee
receives and considers recommendations from the chief
executive officer for salaries and other forms of
compensation for the executive officers and makes
recommendations to the Board of Directors on these
matters.

Nominating Committee.  The responsibilities of the
Nominating Committee include recommending persons to
act as directors, preparing for and recommending
replacements for any vacancies in director positions
during the year, and initial review of policy issues
regarding the size and composition of the Board of
Directors.



There were four regularly scheduled Board meetings
during the fiscal year ended September 30, 2001  All
directors were in attendance at all regular meetings,
including Committee meetings. All committee meetings
were attended by the full committee.

Audit Committee Report

The Audit Committee of the Board of Directors is
composed of three directors who are independent
Directors as defined by the applicable rule of the NASD
listing standards.  The Board of Directors has not
adopted a written charter for the Audit Committee.

The responsibilities of the Audit Committee include
recommending to the Board of Directors an accounting
firm to be engaged as the Company's independent
accountants.  Management is responsible for the
Company's financial statements and the financial
reporting process, including the system of internal
controls.  The independent accountants are responsible
for expressing an opinion on the conformity of those
audited financial statements with accounting principles
generally accepted in the United States.  The Audit
Committee's responsibility is to oversee these
processes and the activities of the Company's internal
audit department.

In this context, the Audit Committee has met and held
discussions with management and the independent
accountants.  Management represented to the Audit
Committee that the Company's consolidated financial
statements were prepared in accordance with generally
accepted accounting principles, and the Audit Committee
has reviewed and discussed the consolidated financial
statements with management and the independent
accountants.  The Audit Committee discussed with the
independent accountants matters required to be
discussed by Statement On Auditing Standards No. 61,
"Communication with Audit Committees".

The Company's independent accountants also provided to
the Audit Committee the written disclosures and the
letter required by Independent Standards Board Standard
No. 1, "Independence Discussions with Audit
Committees".  The Audit Committee also considered the
compatibilities of non-audit services with the
accountants' independence.

In fulfilling its oversight responsibilities, the Audit
Committee has reviewed and discussed with management
and the independent accountants the Company's audited
financial statements contained in the Company's Annual
Report on Form 10-KSB for the year ended September 29,
2001.  The Audit  Committee recommended that the Board
of Directors include the audited consolidated financial
statements in the Company's Annual Report on Form 10-
KSB for the year ended September 29, 2001, as filed
with the Securities and Exchange Commission.

The Audit Committee discussed with the Company's
independent accountants the overall scope and plans for
their audit.  The Audit Committee meets with the
internal and independent accountants, with and without
management present, to discuss the results of their
examinations, their evaluations of the Company's
internal controls and the overall quality of the
Company's financial reporting.

The aggregate fees billed by BDO Seidman, LLP for
professional services for the audit of the Company's
annual consolidated financial statements for fiscal
2001 and the review of the consolidated financial
statements included in the Company's Annual Report on
Form 10-KSB for fiscal 2001 were $27,000.  There were
no fees billed by BDO Seidman, LLP to the Company for
financial information systems design and implementation
for fiscal 2001.  The aggregate fees billed to the
Company for all other services rendered by BDO Seidman,
LLP for fiscal 2001 were $7,398.

This report is submitted by the Audit Committee.  Its
members are:
		Lawrence A. Stanley, Chairman
		Wendell J. Satre
		Robert P. Shanewise



Filing Requirements

With respect to the Company's most recent fiscal year,
the records of the Company indicate that the directors
and executive officers have filed all required Forms 3,
4 and 5 on a timely basis.



	SECURITY OWNERSHIP AND CERTAIN
	BENEFICIAL OWNERSHIP OF MANAGEMENT

Reference is made to the Form 10-KSB for the fiscal
year ended September 29, 2001. Item 11, which is
incorporated by reference herein.



	CERTAIN RELATIONSHIPS AND RELATED
	TRANSACTIONS

During October, 1993, the Company sold $250,000
convertible debentures in a private placement.  The
debentures were due on October 31, 1998 but the initial
term was extended for one year through October 30,
1999.  The interest rate was 8-3/4% for the period of
the extension.  The debentures were secured by a second
lien on the real estate.   Reference is made to the
form 10-KSB for the fiscal year ended September 29,
2001, Item 2, which is incorporated by reference
herein.

PROPOSAL NO. 2
SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

BDO Seidman has examined the financial statements of
the Company starting with the fiscal year ended
September 30, 1989 through fiscal year ended September
29, 2001.  The directors recommend that their
appointment for fiscal 2002, (the period ending
September 28, 2002) be approved by the shareholders.
If a majority of the shares present at the meeting
fails to approve the appointment of BDO Seidman as
independent certified public accounts, the Board of
Directors will consider the selection of another
accounting firm.  A representative of BDO Seidman is
not expected to be present at the annual meeting of
shareholders.  Therefore BDO Seidman will not have the
opportunity to make a statement or respond to
questions.

PROPOSAL NO. 3

AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT FOLLOWED BY A FORWARD
STOCK SPLIT OF THE COMPANY'S COMMON STOCK

The Board of Directors has authorized and unanimously
recommends that the Shareholders approve a reverse 1
for 1000 stock split followed immediately by a forward
1000 for 1 stock split of the Company's common stock
(together, the "Transaction"). As permitted under Idaho
law, Shareholders of the Company whose shares are
converted into less than one share in the reverse split
portion of the Transaction will receive cash payments
equal to the value of their fractional interests
determined in the manner described below.  The
Transaction will include shares of common stock held in
a nominee account, as well as shares registered in the
name of a Shareholder.

If approved, the Transaction will take place on April
30, 2002. For the Transaction to be approved, a
majority of the Shareholders entitled to vote at the
Meeting, including Shareholders who are affiliated with
the Company, must approve the amendments to the
Company's Articles of Incorporation attached hereto as
Exhibit A; the Company anticipates that the
Shareholders listed in the Security Ownership of
Management section on page 15 of the Annual Report on
Form 10-KSB will vote in favor of the transaction.

Summary of the Transaction:

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION
OR THE ACCURACY OR ADEQUACY OF THE DISCLOSURES IN THIS
PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

Summary of Terms of Transaction:

The terms of the Transaction are summarized as follows:

The purpose of the Transaction is to cash out
Shareholders holding less than one thousand
(1,000) shares of common stock in a record or
nominee account at 6:01 p.m. in April 30, 2002
(the "Effective Time");

The ratio for the reverse split is one (1) share
for every one thousand (1,000) shares beneficially
owned at the Effective Time;

Shareholders who are cashed out will receive $0.25
for each share beneficially owned the moment
before the Effective Time;

The transaction must be approved by a majority of
the Shareholders including Shareholders who are
affiliated with the Company as officers, directors
or employees;

If the transaction is approved, then the Company
intends to file a certification of termination of
registration of its common stock with the
Securities and Exchange Commission and the Company
will cease to be a reporting company;

The transaction, if approved, will not have any
affect upon Shareholders beneficially owning one
thousand (1,000) or more shares of the Company's
common stock.

Affect on Shareholders:

If approved at the meeting, the Transaction will affect
Shareholders holding less than 1,000 shares of common
stock in a record account or in a nominee account at
the close of business on April 30, 2002.  The Company
intends for the Transaction to treat Shareholders
holding common stock in street name through a nominee
(such as a bank or broker) in the same manner as
Shareholders whose shares are registered in their name.
 Such shares will be cashed out by the Company at a
price based upon $0.25 for each share beneficially
owned by a Shareholder prior to the effective time of
the reverse split; the Directors have determined that
$0.25 represents a fair value for the cashed-out
shares.  (See, Structure of the Transaction below.)  No
commission or other fee will be charged to the
Shareholders on this cash-out. The purchase price will
be paid when the certificates for such shares are
delivered to the Company. Such shares will have no
continuing interest in the Company after the
Transaction whether or not such shares are delivered to
the Company.

The Transaction will have no net effect on Shareholders
holding 1,000 or more shares of the Company's common
stock whether held of record or in a nominee account
with a bank or broker. Continuing Shareholders will no
longer receive whatever benefits result from the
reporting system, including the continued filing of the
annual report on Form 10-KSB and quarterly filings on
Form 10-QSB.  If the Transaction is approved, then the
Company intends to withdraw its registration of the
common stock with the Securities and Exchange
Commission and cease to be  a reporting company.

Reasons for Transaction:

The Directors, including all directors who are not
employees of the Company, recommend approval of the
Transaction for the following reasons, which are
described in more detail under "Background and Purpose
of the Transaction" below:

As a result of the Company's merger with
Conjecture, Inc. in 1993, the Company has a large
number of Shareholders holding a small number of
shares.  As of January 1, 2002, 599 of the 721
Shareholders of record of the Company held less
than 1,000 shares. These shares constituted only
63,287 of the total 5,335,530 shares outstanding
at the time. Continuing to maintain accounts for
these Shareholders and mailing them notices and
financial information costs the Company a
substantial amount each year. The Transaction will
reduce the number of Shareholders with small
accounts and result in significant cost savings
for the Company.

In most cases, it is prohibitively expensive for
Shareholders with fewer than a round lot of 1,000
shares to sell their shares in the limited public
market that exists for the stock. The Transaction
provides such Shareholders with the opportunity to
receive cash for their shares without incurring
brokerage fees.  If these Shareholders, however,
do not want to cash out their shares, they can
purchase additional shares on the open market to
increase their record account to at least 1,000
shares or, if applicable, consolidate or transfer
record or nominee accounts held in different names
into a single record or nominee account with 1,000
or more shares.  Shareholders with less than 1,000
shares in a nominee account can instruct their
agent to purchase additional shares; for some
Shareholders, the nominee account could be closed
with the shares consolidated with shares held of
record.  Such Shareholders need to complete any
purchase or consolidation prior to the effective
time on April 30, 2002.

STRUCTURE OF THE TRANSACTION

The Transaction includes both a reverse stock split and
a forward stock split of the Company's common stock. If
this Transaction is approved and occurs, the reverse
split will occur at 6:00 P.M. Pacific time on April 30,
2002 (the "Effective Time"). All Shareholders on April
30, 2002 will receive 1 share of the Company's common
stock for every 1,000 shares of the Company's common
stock held in their record or nominee accounts at that
time. Any Shareholder who has the beneficial interest
in fewer than 1,000 shares of the Company's common
stock at the Effective Time (referred to hereafter as a
"Cashed-Out Shareholder"), will receive a cash payment
instead of fractional shares. This cash payment will be
$0.25 per share as determined by the Board of Directors
at a regularly scheduled meeting of the Board held on
November 29, 2001. The Directors considered an
independent valuation report prepared by Cronkite and
Kissell that established the value at $.08 per share as
of August 31, 2001.  The Directors, however, did not
accept the conclusions and recommendations of that
report; consequently, it has not been provided to the
Shareholders as part of this proxy statement.  The
Directors decided that $0.25 was a more appropriate
value.  The minutes of the meeting for this discussion
state in part as follows:

The Board concluded that the Company should attempt to eliminate the
small shareholders in order to reduce the number of shareholders to less
than 300.  The Company thus would not be required to be a reporting entity
with the Securities and Exchange Commission. Elimination of the filing
requirements will reduce expenses significantly.  An independent valuation
report by Cronkite and Kissell on the Company's stock was available for Board
use.  This report concluded that the shares of common stock have a fair market
value of $0.08 per share.  There was discussion on the lack of relevance of
this report.  Since the report did not compare the Company to other companies
of similar size, the Board felt that the discounts for lack of marketability
and lack of control used in the report were questionable; consequently, the
directors did not accept the conclusions set forth in the report. A value of
twenty-five cents a share, roughly half of current book value, was considered
and determined by the directors to be a fair price.

At the next regularly scheduled directors meeting held
January 28, 2002, the directors reviewed again their
prior conclusion that $0.25 was the fair market value
for the shares.  The directors noted that the price
earnings ratio at that value would be 12.5 to 1 and
concluded that $0.25 was the fair market value per
share.  As required by Idaho law, the directors also
considered the beneficial effect upon the Company's
customers, vendors, and suppliers of the cost
reductions resulting from the Transaction.

Immediately following the Effective Time for the
reverse split, all Shareholders who are not Cashed-Out
Shareholders will receive 1,000 shares of the Company's
common stock for every 1 share of stock they received
as a result of the reverse stock split. If a
Shareholder holds 1,000 or more shares in a record or
nominee account prior to the Transaction, any
fractional share in those accounts will not be cashed
out after the reverse split and the total number of
shares held in those accounts will not change as a
result of the Transaction.

In general, the Transaction can be illustrated by the
following examples:


Hypothetical Scenario

Result

A is a Shareholder who holds 999 shares of Company stock in one account
as of 6 P.M. on April 30, 2002.  Assume the trading value of A's share is
$0.25 per share.

Instead of receiving a fractional share (.999 of a
share) of Company stock after the reverse split, A's 999
shares will be converted into the right to receive cash. For these 999
shares, A will receive $249.75, assuming the hypothetical trading value
of $0.25 per share.

Note: If A wants to continue an investment in the Company, A can buy at
least 1 share of stock and hold it in A's record account. A would have to
act far enough in advance of April 30, 2002 so that the purchase is complete
by the close of business on that date.

B has 1 record account and 1 nominee account. As of April 30, 2002, B holds
500 shares of Company stock in one account and 700 shares of stock in the
nominee account.
B has the beneficial interest in the shares in both accounts.
B will receive cash payments equal to $0.25 per share for shares of Company
stock in each of the two accounts.  B would receive two checks totaling
$300.00 (500 shares x. .25 = $125.00 + 700 shares x .25 = $175.00  $125.00+
$175.00 = $300.00
Note: If B wants to continue an investment in the Company, B can consolidate/
transfer the two accounts prior to April 30, 2002.  In that case, B's
holdings will not be cashed out in connection with the Transaction because
B will hold at least 1,000 shares in one account.  B would have to act far
enough in advance so that the consolidation is complete by the close of
business on April 30, 2002.

C holds 1,001 shares of Company stock in a record
account as of April 30, 2002.
After the Transaction, C will continue to hold all 1,001
shares of Company stock.; the Transaction will not affect his ownership.

D holds 999 shares of Company stock in a nominee account as of April 30,
2002.

Same result as A above.

BACKGROUND AND PURPOSE OF THE TRANSACTION

The Company has a large number of small shareholders
resulting from the merger with Conjecture, Inc. in
1993. Since that time, the Company has been able to
reduce its total number of Shareholders by offering
several programs that have allowed the Shareholders to
tender their shares to the Company. The Company,
however, still has a large number of Shareholders with
less than 1,000 shares.

As of January 1, 2002, 599 Shareholders owned fewer
than 1,000 shares of stock. At that time, these
Shareholders represented approximately 83% of the total
number of Shareholders of record, but with ownership
less than 2% of the total number of outstanding shares
of the Company's stock. The Transaction will provide
the Cashed-Out Shareholders with a cost-effective way
to cash out their investments, as the Cashed-Out
Shareholders will not have any transaction costs in
connection with the Transaction. In most other cases,
small shareholders would likely incur brokerage fees
disproportionately high relative to the market value of
the shares if they wanted to sell their stock. In
addition, some small shareholders might even have
difficulty finding a broker willing to handle such a
small transaction. The Transaction, however, eliminates
these problems for most small shareholders.

Moreover, the Company will benefit from substantial
cost savings as a result of the Transaction. The cost
of administering each Shareholder's account is the same
regardless of the number of shares held in each
account. Therefore, the Company's cost to maintain
hundreds of small accounts is disproportionately high
when compared to the total number of shares involved.

Because of these disproportionate costs, the Directors
believe that it is in the best interests of the Company
and its shareholders as a whole to eliminate the
administrative burden and costs associated with small
shareholders with fewer than 1,000 shares of Company
stock.

The Company in the future may pursue alternative
methods of reducing its shareholder base whether or not
the Transaction is approved, including odd-lot tender
offers and programs to facilitate sales by shareholders
of odd-lot holdings. There can be no assurance,
however, that the Company will decide to engage in any
such transactions.

AFFECT OF THE TRANSACTION ON COMPANY SHAREHOLDERS

Shareholders With Fewer Than 1,000 Shares:

If the Company completes the Transaction, Cashed-Out
Shareholders:

Will not receive a fractional share of the Company
stock as a result of the reverse split.

Instead of receiving a fractional share of Company
stock, will receive cash equal to $0.25 for each
share owned beneficially prior to the Effective
Time of the Transaction.

After the reverse split, will have no further
interest in the Company with respect to cashed-out
shares. These shares will no longer be entitled to
the right to vote as a shareholder or share in the
Company's assets, earnings and profits.

Will not have to pay any service charges or
brokerage fees in connection with the Transaction.

As soon as practicable after April 30, 2002, will
receive cash for the common stock held immediately
prior to the reverse split in accordance with the
procedure described below.

All amounts owed to Shareholders will be subject
to applicable federal income tax and state
abandoned property laws.

No interest will be paid on cash payments owed as
a result of the Transaction.

If you hold certificated shares:

A Cashed-Out Shareholder with a stock certificate
representing cashed-out shares will receive a
transmittal letter from the Company as soon as
practicable after April 30, 2002.  The letter of
transmittal will contain instructions on how to
surrender stock certificate(s) to the Company for
cash payment.  Cash payments will not be made
until the outstanding certificate(s) are
surrendered to the Company together with a
completed and executed copy of the letter of
transmittal.  Please do not send certificates
until you receive a letter of transmittal.

If you hold shares in a nominee account:

The Company intends for the Transaction to treat
Shareholders holding common stock in street name
through a nominee (such as a bank or broker) in
the same manner as Shareholders whose shares are
registered in their names.  Nominees will be
instructed to effect the Transaction for their
beneficial holders.  Nominees, however, may have
different procedures and Shareholders holding
common stock in street name should contact their
nominees.

NOTE:

Shareholders who would be cashed out as part of the
Transaction but want to continue to hold Company stock
after the Transaction may do so by completing any of
the following actions by April 30, 2002:

(1)	Purchase a sufficient number of shares of Company
stock on the open market and have them registered
or deposited so that they hold at least 1,000
shares in their account immediately prior to the
Effective Time for the reverse split; or

(2)	If applicable, consolidate accounts so that they
hold at least 1,000 shares of Company stock in one
record account immediately prior to the Effective
Time.

Shareholders with 1,000 or More Shares:

Shareholders with 1,000 or more shares of common stock
as of 6:00 P.M. on April 30, 2002 will first have their
shares converted to one thousandth of the number of
shares held immediately prior to the reverse split. One
minute after the reverse split, at 6:01 P.M., such
shares will be reconverted in the forward stock split
into 1,000 times the number of shares held after the
reverse split, which is the same number of shares held
before the reverse split. As a result, the Transaction
will not affect the number of shares held by the
shareholder who holds 1,000 or more shares immediately
prior to the Effective Time.

Beneficial Owners of Company Stock:

The Transaction will affect shareholders holding
Company stock in street name through a nominee (such as
a bank or broker). Nominees may have different
procedures and shareholders holding Company stock in
street name should contact their nominees to determine
how they are affected by this transaction.

Determination of Cash-Out Price

As explained in the section above entitled Structure of
the Transaction, the cash-out price of the stock will
be $0.25 per share.  Under Idaho law, the Company
either may arrange for the sale of these fractional
shares or pay cash for their fair value.  If the
Transaction is completed, the Directors will elect to
pay cash for the fair value.

AFFECT OF THE TRANSACTION ON COMPANY

The Transaction will affect the registration of the
Company's common stock with the Securities and Exchange
Commission (the "SEC") under the Securities Exchange
Act of 1934, as amended.  Following the successful
completion of the Transaction, the Company will file a
certification of termination of registration pursuant
to Rule 12g-4, as promulgated by the SEC under the
Securities Exchange Act of 1934.  The Company will
cease to be a reporting company. The Company's listing
of common stock on the NASDAQ Bulletin Board will be
discontinued. The Company will not be required to file
annual or quarterly reports with the SEC for any
reporting period ending after the date that the
certification is filed.  Information contained in
annual or quarterly reports will not be available on
the internet.

The Company's Articles of Incorporation currently
authorize the issuance of 10 million shares of common
stock having no par value. The Amendment to the
Articles of Incorporation will reduce the authorized
shares to 1,000 shares as of the Effective Time, with
the number of authorized shares returned to 10,000,000
shares moments thereafter.  (See, Exhibit A)  The total
number of outstanding shares of Company common stock
will be reduced by the number of shares held by Cashed-
Out Shareholders immediately prior to the Effective
Time.  Based on the Company's best estimates, if the
Transaction had taken place as of January 1, 2002, the
number of outstanding shares of common stock would have
been reduced by approximately 63,287 assuming only
shareholders of record are affected by the Transaction
and that no Shareholders took steps to retain their
shares. The number of holders of record of Company
common stock then would have been reduced from
approximately 721 to 122 or by approximately 599
shareholders.  Consequently, the Company expects to be
able to withdraw its registration with the SEC, even if
shareholders with less than 1,000 shares in a nominee
account are not included in the Transaction.

The Company has no current plans to issue additional
shares of common stock.  Unless legally required to do
so, the Directors will not seek further shareholder
action before issuing stock.  The Articles of
Incorporation do not provide shareholders with any
preemptive right to acquire shares.

The total number of fractional shares that will be
purchased and the total cash to be paid by the Company
are unknown. If the Transaction, however, had been
completed as of January 1, 2002, the cash payment that
would have been issued to those Cashed-Out Shareholders
who are Shareholders of record would have been $15,822
based on 63,287 shares held by 599 record shareholders.
The actual amounts will depend on the number of Cashed-
Out Shareholders on April 30, 2002, which may vary from
the number identified on January 1, 2002.  The Company
also cannot determine at this time the number of
Shareholders beneficially owning less than 1,000 shares
whose shares are held in a nominee account.  Any such
Shareholders subject to the cash-out would be added to
the totals in this paragraph. All funds required to
complete the transaction will be provided by the
general operations of the Company. The Company
estimates that the expenses of the Transaction,
excluding estimated postage expense for the proxy
statement for this proposal and the printing cost of
the Annual Report, will not exceed $10,000.00. The
Company will not borrow funds specifically for the
Transaction.

The Company's shares of common stock will continue to
have no par value.

STOCK CERTIFICATES

The Transaction will not affect any certificates
representing shares of common stock held by owners of
1,000 or more shares immediately prior to the reverse
split. Old certificates held by any of these
Shareholders will continue to evidence ownership of the
same number of shares as is set forth on the face of
the certificate.

As described above, any Cashed-Out Shareholder with
share certificates will receive a letter of transmittal
after the Transaction is completed. These Shareholders
must complete and sign the letter of transmittal and
return it with their stock certificate(s) to the
Company before they can receive cash payment for their
shares.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Certain federal income tax consequences to the Company
and shareholders resulting from the Transaction are
summarized below.  This summary is based on existing US
Federal income tax law, which may change, even
retroactively.  This summary does not discuss all
aspects of federal income taxation that may be
important to shareholders in light of their individual
circumstances.  Many shareholders (such as financial
institutions, insurance companies, broker-dealers, tax
exempt organizations and foreign persons) may be
subject to special tax rules.  In addition, this
summary does not discuss any state, local, foreign or
other tax considerations.  This summary assumes that
shareholders have held and will hold their shares as
capital assets for investment purposes under the
Internal Revenue Code of 1986, as amended.
Shareholders should consult their tax advisors as to
the particular federal, state, local, foreign, and
other tax consequences, in light of their specific
circumstances.

The federal income tax consequences to shareholders
also will depend upon whether they are continuing or
Cashed-Out Shareholders, as discussed below.

Federal Income Tax Consequences to Shareholders Who Are
Not Cashed Out by the Transaction:

Any shareholder who (1) continues to hold Company stock
immediately after the Transaction, and (2) receives no
cash as a result of the Transaction, will not recognize
any gain or loss in the Transaction and will have the
same adjusted tax basis and holding period in his
Company stock as he had in such stock immediately prior
to the Transaction.

Federal Income Tax Consequences to Cashed-Out
Shareholders:

	Shareholders Who Exchange All of Their Company
Stock for Cash as a Result of the Transaction.

A Cashed-Out shareholder who receives cash in exchange
for a fractional share as a result of the Transaction,
will recognize capital gain or loss. The amount of
capital gain or loss recognized will be the difference
between the cash received for cashed-out stock and the
Shareholder's aggregate adjusted tax basis in such
stock.

Maximum Tax Rates Applicable to Capital Gain:

Net capital gain (defined generally as total capital
gains in excess of capital losses for the year)
recognized upon the sale of capital assets that have
been held for more than 12 months generally will be
subject to tax at a rate not to exceed 20%. Net capital
gain recognized from the sale of capital assets that
have been held for 12 months or less will continue to
be subject to tax at ordinary income tax rates. Capital
gain recognized by a corporate taxpayer will be subject
to tax at the ordinary income tax rates applicable to
corporations.

ADDITIONAL INFORMATION

The Company's Annual Report for the fiscal year ended
September 29, 2001, has been included with the proxy
statement.  The section entitled "Business of the
Issuer", together with the consolidated financial
statements for the fiscal years ended September 29,
2001 and September 30, 2000, provide additional
information concerning the Company's business,
including products currently distributed, the methods
of distribution, principal markets and effective
environmental laws and regulations. The information set
forth in the Annual Report is important for every
Shareholder to review.  The Annual Report also contains
a description of real property owned and leased by the
Company together with a description of the plant and
facilities of the Company.  The Sections of the Annual
Report entitled "Business of Issuer" and "Description
of Property" on pages  2 and 5 of the Annual Report are
incorporated herein by reference.  The consolidated
financial statements on pages F-1 through F-18 also are
incorporated by reference

The Company currently has fifty-five (55) employees on
a full-time equivalent basis. There is currently no
established public trading market for the Company's
common stock.. The range of high bid and low bid
quotations for the Company's common stock, by quarters,
as reported on the over-the-counter market for the
period beginning October 1, 1999 through September 29,
2001, is set forth in dollars per share below:



			   2001 	  2000
			High  Low	High  Low

July 1  September 30	$.12 - $.05	$.12 - $.12
April 1  June 30	$.10 - $.10	$.25 - $.12
January 1  March 31	$.12 - $.10	$.31 - $.12
October 1  December 31	$.12 - $.12	$.12 - $.12

The source of the above quotations is the Spokane over-
the-counter listing, and the above quotations reflect
inter-dealer prices, without retail mark-up, markdown
or commission and may not necessarily represent actual
transactions. In addition, the lack of an established
public trading market for the Company's common stock
should be kept in mind in reviewing the above
quotations. The prices shown are reflective of
transactions for a limited number of shares.

The Company has not declared or paid any dividend on
the shares of common stock in the last two (2) fiscal
years. There also have not been any changes in or
disagreements with the Company's independent public
accountants concerning accounting or financial
disclosures.

DISSENTERS' APPRAISAL RIGHTS

In accordance with Section 30-1302 of the Idaho Code,
Cashed-Out Shareholders have the right to dissent from
the Transaction and to receive payment in cash for the
"fair value" of those shares voted against the
Transaction.  Since this brief summary is not a
complete statement, a Shareholder intending to dissent
from the Transaction should refer to Section 30-1-1301
et seq. of the Idaho Code attached to this Proxy
Statement as Appendix A.

A Shareholder who wishes to assert dissenters' rights
must (a) send a written notice to the Company at P. O.
Box 2610, Spokane, WA   99210-2610, Attention:  Jimmie
T. G. Coulson, President, prior to the time the vote is
taken, that the Shareholder intends to demand payment
for his shares if the Transaction is completed; and (b)
not vote his shares in favor of the proposed action.
If the Transaction is authorized by the Shareholders at
the Annual Meeting, then the Company will deliver a
written Dissenters' Notice to all Shareholders who
submitted their notice of intent and did not vote in
favor of the Transaction.  The Company's notice will be
sent within ten (10) days of the Meeting date and will
contain the information set forth in Section 30-1-1322
(see, Appendix A-4).  The Shareholder then must submit
a demand for payment in the form required by Section
30-1-1323 (see, Appendix A-5) and the Company
thereafter will forward payment to the dissenter of the
amount that the Company estimates to be the fair value
of the dissenter's shares, plus accrued interest.  The
Company does not have any reason to believe that the
fair value as determined for dissenters' shares will be
any different than the fair value set by the Directors
for the Transaction; consequently, the amount sent to
dissenting shareholders is anticipated to be an amount
equal to $0.25 per share for each share held by the
dissenting shareholder prior to the Effective Time.  If
the dissenter decides not to accept the payment
received from the Company, then the dissenter may
notify the Company in writing of its own estimate of
the fair value of the shares and demand payment of the
estimated amount.  Such demand from the dissenter must
be made within thirty (30) days after the Company has
made or offered payment for his shares.  If the
dissenter does not accept the Company's payment and the
Company does not agree with the dissenter's estimate of
the fair value, then the Company will commence a
proceeding in the Idaho District Court for the County
of Kootenai.  The Court may appoint appraisers and
shall assess the costs of the proceeding, including
reasonable compensation and expenses of appraisers
appointed by the Court, against the Company unless the
Court determines that the dissenters acted arbitrarily,
vexatiously, or not in good faith.

RESERVATION OF RIGHTS

The Board of Directors reserves the right to abandon
the Transaction without further action by the
Shareholders at any time before the filing of the
amendments with the Secretary of State, even if the
Transaction has been authorized by the Shareholders at
the Annual Meeting.


THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
PROPOSAL NO. 3 TO AMEND THE ARTICLES OF INCORPORATION
TO EFFECT A REVERSE/FORWARD STOCK SPLIT.


	SHAREHOLDERS' PROPOSALS FOR
	2003 ANNUAL MEETING

Proposals of shareholders intended to be presented at
the 2003 Annual Meeting of Shareholders should be
submitted by certified mail, return receipt requested
and must be received by the Company at its headquarters
in Spokane, Washington on or before September 1, 2002
to be eligible for inclusion in the Company's proxy
statements and form of proxy card relating to that
meeting.



	FORM 10-KSB FOR THE YEAR ENDED
	SEPTEMBER 29, 2001

A copy of the Annual Report on Form 10-KSB for the year
ended September 29, 2001 which was filed with the
Securities & Exchange Commission has been included with
this proxy statement.  Because of the expense
associated with producing and mailing, the Exhibits
have been omitted.  Reference is made to the Form 10-
KSB, Part IV, Item 13 (List of Exhibits) which is
incorporated herein by reference.  A copy of the
exhibits as filed with the Securities and Exchange
Commission, will be sent to shareholders upon request
and upon payment of a reasonable charge.  Requests
should be made to:

	The Coeur d'Alenes Company
	Attn: Arlene Coulson
	PO Box 2610
	Spokane WA 99220-2610

Reference is made to the Form 10-KSB for the fiscal
year ended September 2001, Item 2 (Description of
Property) Item 10 (Compensation of executive officers),
Item 11 (Security Ownership of Certain Beneficial
Ownership and Management) and Item 13 (List of
Exhibits) which is incorporated herein by reference.


	OTHER MATTERS TO COME BEFORE
	THE MEETING

No other matters are intended to be brought before the
meeting by the Company nor does the Company know of any
matters to be brought before the meeting by others.
If, however, any other matters properly come before the
meeting, the persons named in the proxy will vote the
shares represented thereby in accordance with their
judgment on any such matters.

By order of the Board of Directors

Arlene Coulson, Secretary

EX-1

EXHIBIT A
TEXT OF ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
THE COEUR D'ALENES COMPANY

	The text of the first Amendment of Article Fourth of the Articles of
Incorporation of The Coeur d'Alenes Company is as follows:

1.	Article Fourth shall be amended to read in its entirety as follows:

The Corporation hereby effects a reverse stock split by changing and
reclassifying each 1,000 shares of the authorized shares of common stock
to 1 share so that the total number of authorized shares is reduced from
Ten Million (10,000,000) shares of common stock, having no par value, to
One Thousand (1,000) shares of common stock having no par value.
Fractional shares held by shareholders who as a result of the reverse
stock split hold less than 1 share will be converted into the right to
receive the fair value of such fractional interest as determined by the
Board of Directors of the Corporation.

2.	Said amendment has been duly adopted in accordance with the
provisions of Idaho Code 30-1-1003 by approval of the Board of Directors
and by the affirmative vote of the holders of at least a majority of
the outstanding shares of common stock entitled to vote thereon.

The text of the second Amendment of Article Fourth of the Articles of
Incorporation of The Coeur d'Alenes Company is as follows:

1.	Article Fourth shall be amended to read in its entirety as follows:

The Corporation hereby effects a forward stock split by changing and
reclassifying each one share of the authorized shares of common stock of the
Corporation, no par value, into One Thousand (1,000) shares of such common
stock.  Article Fourth of the Articles of Incorporation hereafter will state
in full as follows:

FOURTH:

	The capital stock of this Corporation shall consist of Ten Million
(10,000,000) shares of common stock, having no par value.

2.	Said amendment has been duly adopted in accordance with the
provisions of Idaho Code 30-1-1003 by approval of the Board of Directors
and by the affirmative vote of the holders of at least a majority of
the outstanding shares of common stock entitled to vote thereon.

EX-2

THE COEUR D'ALENES COMPANY

   This Proxy is Solicited on Behalf of the Board of Directors
1. Election of Nominees

The undersigned holder of shares of capital stock of THE COEUR
D'ALENES COMPANY ("Cd'A") hereby appoints Jimmie T.G. Coulson and
Marilyn A. Schroeder, and each of them, with power of
substitution, as proxy of the undersigned to attend the Annual
Meeting of Shareholders of Cd'A to be held on April 15, 2002, and
any postponements or adjournments thereof, and to vote all shares
of capital stock of Cd'A the undersigned would be entitled to
vote if personally present as follows:
(   ) For All Nominees
(   ) For All Except as Listed Below
(   ) Withhold All Nominees

Jimmie Coulson
Marilyn Schroeder
Wendell Satre
Robert Shanewise
Lawrence Stanley

LIST EXCEPTIONS:




  NOTE:  Please sign this proxy exactly as your names appear on
the label.  Joint owners should each sign personally.
   If signing as Attorney, Executor, Administrator, Guardian or
Trustee, please list full title.  If a corporation, please
provide full corporate name and have a duly authorized
officer or officers sign on behalf of the corporation and
list full title.  If your address is incorrect or the zip
code is missing, please indicate corrections or provide zip
code to facilitate future mailings.

2. Ratification of the selection of BDO Seidman as independent
certified public accountants for the Company.
The shares represented by this proxy will be voted at the meeting
and will be voted in accordance with the specification made.  If
no specification is made, such shares shall be voted in favor of
each action.
  FOR       AGAINST      ABSTAIN

3. Proposal to amend the Company's amended & restated certificate
of incorporation to effect a reverse stock split followed by a
forward stock split of the Company's Common Stock.
  FOR       AGAINST      ABSTAIN


           , 2002
Signature


PROXY CARD INSTRUCTIONS
This Proxy Card is made up of two sections.  The Proposal Section
has been designed to present the issuer's proposals for your
consideration.  You may wish to retain this section for your
records.
The voting Section has been designed to accommodate the various
proposals and offer quick and accurate tabulation of your valued
vote.
For Election of Nominees:
Mark "FOR ALL" if you wish to vote for all nominees
Mark "WITHHOLD ALL" if you wish to vote against all nominees
Mark "FOR ALL EXCEPT AS LISTED BELOW" if you wish to withhold
authority for any individual nominee.  Then, write the name of
the nominee for whom you wish to withhold authority in the space
provided.  If you wish to withhold authority for more than one
nominee, simply list the names in the spaces provided.
NOTE: Please sign as name appears.  Joint owners should each
sign.  When signing as attorney, executor, administrator, trustee
or guardian, give full title as such.
It is very important that you date and sign your card.  Failure
to do so may result in your proxy being declared invalid.
After making your selections, signing and dating the card,
carefully detach the Voting Section and return it to us for
tabulation using the enclosed postage paid envelope.

EX-3

THE COEUR D'ALENES COMPANY
 PO BOX 2610
SPOKANE WA  99220-2610
Phone (509) 924-6363
Fax     (509) 924-6924

March 8, 2002

Dear Shareholder:

You are invited to the Annual Meeting of Shareholders of the Company to
be held Monday, at 1:30 p.m., April 15, 2002 PST in the Company Boardroom,
3900 E. Broadway, Spokane, WA.   Details of the business we will be
conducting at the Annual Meeting are contained in the accompanying
Notice of Annual Meeting and Proxy Statement.  We hope that you will
be able to attend.  In any event, your vote is important.  So, please
sign, date, tear off proxy stub and return the proxy in the postage paid,
return addressed envelope.

Partially reflecting the conditions of our Nation's steel industry and that
of our Northwest Aluminum Smelter market, The Coeur d'Alenes Company profits
for fiscal year ended September 30, 2001 were non-existent.  We had a loss of
2 cents a share compared to a net income of 3 cents a share for 2000.

As I reported to you in the last annual meeting our steel service center
"was struggling"   We continued to struggle throughout 2001 unable to offset
the price deflation brought about by the effect foreign steel dumping has had
upon the domestic steel mill industry:  Since the beginning of 1998, 30 steel
mills have entered some form of bankruptcy.  Simply put, we are operating with
1980 prices and 2001 costs.

Although we were able to maintain our volume of steel and our gross margin
percent we have been unable, because of the price deflation, to match the
margin dollars thus generating a negative profit.   Exacerbating our steel
pricing problems, all our smelter industry customers shut down due to both
the energy problems that plagued the Northwest and soft aluminum prices.
Since our niche for fabrication was serving the smelter industry, we
necessarily had to shut down our fabricating business.  At the same time,
the smelter shut downs eliminated our steel distribution business' volume
to the smelters as well as to the other customers that sold to them.
Altogether, these problems caused us to lose about 25 percent of our business
volume.  Necessarily then, our employment reduced about 27 percent.

Facing the need to increase dollar margin volume we have added another product
to our distribution mix.  Aluminum, with the soon to be added stainless steel,
copper and brass, are natural additions since many of our customers utilize
more than just steel.  Our plan is to be fully prepared to serve the market
with all the new products by the end of 2002.  We have chosen North Idaho to
open our third metals convenience store.  The other two are in Wenatchee and
Spokane.

The Coeur d'Alenes Company begins its 119th year of operation during 2002.
CDA started business in Murray, Idaho during 1884 as a supplier of metals and
tools to mining prospectors of North Idaho's famed Coeur d'Alene Mining
District.

Yours very truly,
THE COEUR D'ALENES COMPANY

Jim Coulson, President & CEO

EX-4

30-1-1301. Definitions.
  In this part:

  (1) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action,  or the surviving or acquiring corporation
by merger or share exchange of that issuer.

  (2) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under  section 30-1-1302, Idaho Code, and who exercises
that right when and in the manner required by sections 30-1-1320 through
30-1-1328, Idaho Code.

  (3) "Fair value," with respect to a dissenter's shares, means the value
of the shares immediately  before the effectuation of the corporate action
to which the dissenter objects, excluding any appreciation or depreciation
in anticipation of the corporate action unless exclusion would be
inequitable.

  (4) "Interest" means interest from the effective date of the corporate
action until the date of  payment, at the average rate currently paid by
the corporation on its principal bank loans or, if none, at a rate that is
fair and equitable under all the circumstances.

  (5) "Record shareholder" means the person in whose name shares are
registered in the records of the corporation or the beneficial owner of
shares to the extent of the rights granted by a nominee certificate on file
with a corporation.

  (6) "Beneficial shareholder" means the person who is a beneficial owner of
shares held in a  voting trust or by a nominee as the record shareholder.

  (7) "Shareholder" means the record shareholder or the beneficial
shareholder.

[I.C.,  30-1-1301, as added by 1997, ch. 366,  2, p.1080.]


30-1-1302. Right to dissent.

  (1) A shareholder is entitled to dissent from, and obtain payment of
the fair value of his shares in the event of, any of the following corporate
actions:

  (a) Consummation of a plan of merger to which the corporation is a party:

    (i) If shareholder approval is required for the merger by section
30-1-1103, Idaho Code, or the articles of incorporation and the shareholder
is entitled to vote on the merger; or

    (ii) If the corporation is a subsidiary that is merged with its parent
under section 30-1-1104, Idaho Code;

  (b) Consummation of a plan of share exchange to which the corporation is a
party as the  corporation whose shares will be acquired, if the shareholder
is entitled to vote on the plan;

  (c) Consummation of a sale or exchange of all, or substantially all, of the
property of the  corporation other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange,
including a sale in dissolution, but not including a sale pursuant to court
order or a sale for cash pursuant to a plan by which all or substantially all
of the net proceeds of the sale will be distributed to the shareholders
within one (1) year after the date of sale;

  (d) An amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares because it:
    (i) Alters or abolishes a preferential right of the shares;

    (ii) Creates, alters or abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase, of the shares;

    (iii) Alters or abolishes a preemptive right of the holder of the
shares to acquire shares or other securities;

    (iv) Excludes or limits the right of the shares to vote on any matter,
or to cumulate votes, other than a limitation by dilution through issuance
of shares or other securities with similar voting rights; or

    (v) Reduces the number of shares owned by the shareholder to a fraction
of a share if the fractional share so created is to be acquired for cash under
section 30-1-604, Idaho Code; or

  (e) Any corporate action taken pursuant to a shareholder vote to the extent
the articles of incorporation, bylaws, or a resolution of the board of
directors provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.

  (2) A shareholder entitled to dissent and obtain payment for his shares
under this part may not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect
to the shareholder or the corporation.

  (3) This section does not apply to the holders of shares of any class
or series if the shares of the class or series are redeemable securities
issued by a registered investment company as defined pursuant to the
investment company act of 1940 (15 U.S.C.  80a-15 U.S.C.  80a-64).

  (4) Unless the articles of incorporation of the corporation provide
otherwise, this section does not apply to the holders of shares of a class
or series if the shares of the class or series were registered on a national
securities exchange, were listed on the national market systems of the
national association of securities dealers automated quotation system or
were held of record by at least two thousand (2,000) shareholders on the
date fixed to determine the shareholders entitled to vote on the proposed
corporate action.

[I.C.,  30-1-1302, as added by 1997, ch. 366,  2, p.1080.]


30-1-1303. Dissent by nominees and beneficial owners.

  (1) A record shareholder may assert dissenters' rights as to fewer than
all the shares registered in his name only if he dissents with respect to
all shares beneficially owned by any one (1) person and notifies the
corporation in writing of the name and address of each person on whose
behalf he asserts dissenters' rights. The rights of a partial dissenter
under this subsection are determined as if the shares as to which he
dissents and his other shares were registered in the names of different
shareholders.

  (2) A beneficial shareholder may assert dissenters' rights as to shares
held on his behalf only if:

  (a) He submits to the corporation the record shareholder's written consent
to the dissent not later than the time the beneficial shareholder asserts
dissenters' rights; and

  (b) He does so with respect to all shares of which he is the beneficial
shareholder or over which he has power to direct the vote.

[I.C.,  30-1-1303, as added by 1997, ch. 366,  2, p.1080.]



30-1-1320. Notice of dissenters' rights.

  (1) If proposed corporate action creating dissenters' rights under section
30-1-1302, Idaho Code, is submitted to a vote at a shareholders' meeting,
the meeting notice must state that shareholders are or may be entitled to
assert dissenters' rights under this part and be accompanied by a copy of
this part.

  (2) If corporate action creating dissenters' rights under section
30-1-1302, Idaho Code, is taken without a vote of shareholders, the
corporation shall notify in writing all shareholders entitled to assert
dissenters' rights that the action was taken and send them the dissenters'
notice described in section 30-1-1322, Idaho Code.

[I.C.,  30-1-1320, as added by 1997, ch. 366,  2, p.1080.]



30-1-1321. Notice of intent to demand payment.

  (1) If proposed corporate action creating dissenters' rights under
section 30-1-1302, Idaho Code, is submitted to a vote at a shareholders'
meeting, a shareholder who wishes to assert dissenters' rights:

  (a) Must deliver to the corporation before the vote is taken  written
notice of his intent to demand payment for his shares if the proposed
action is effectuated; and

  (b) Must not vote his shares in favor of the proposed action.

  (2) A shareholder who does not satisfy the requirements of subsection
(1) of this section is not entitled to payment for his shares under this
part.

[I.C.,  30-1-1321, as added by 1997, ch. 366,  2, p.1080.]


30-1-1322. Dissenters' notice.

  (1) If proposed corporate action creating dissenters' rights under
section 30-1-1302, Idaho Code, is authorized at a shareholders' meeting,
the corporation shall deliver a written dissenters' notice to all
shareholders who satisfied the requirements of section 30-1-1321,
Idaho Code.

  (2) The dissenters' notice must be sent no later than ten (10) days
after the corporate action was taken, and must:

  (a) State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;

  (b) Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received;

  (c) Supply a form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the terms of the
proposed corporate action and requires that the person asserting dissenters'
rights certify whether or not he acquired beneficial ownership of the shares
before that date;

  (d) Set a date by which the corporation must receive the payment demand,
which date may not be fewer than thirty (30) nor more than sixty (60) days
after the date the notice in subsection (1) of this section is delivered; and

  (e) Be accompanied by a copy of this part.

[I.C.,  30-1-1322, as added by 1997, ch. 366,  2, p. 1080.]


30-1-1323. Duty to demand payment.

  (1) A shareholder sent a dissenters' notice described in section 30-1-1322,
Idaho Code, must demand payment, certify whether he acquired beneficial
ownership of the shares before the date required to be set forth in the
dissenters' notice pursuant to section 30-1-1322(2)(c), Idaho Code, and,
with respect to any certificated shares, deposit his  certificates in
accordance with the terms of the notice.

  (2) The shareholder who demands payment and, with respect to any
certificated shares, deposits his share certificates under subsection
(1) of this section retains all other rights of a shareholder until these
rights are cancelled or modified by the taking of the proposed corporate
action.

  (3) A shareholder who does not demand payment or deposit his share
certificates where required, each by the date set in the dissenters'
notice, is not entitled to payment for his shares under this part.

[I.C.,  30-1-1323, as added by 1997, ch. 366,  2, p. 1080.]


30-1-1324. Share restrictions.

  (1) The corporation may restrict the transfer of uncertificated shares
from the date the demand for their payment is received until the proposed
corporate action is taken or the restrictions released under section
30-1-1326, Idaho Code.

  (2) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until
these rights are cancelled or modified by the taking of the proposed
corporate action.

[I.C.,  30-1-1324, as added by 1997, ch. 366,  2, p. 1080.]



30-1-1325. Payment.

  (1) Except as provided in section 30-1-1327, Idaho Code, as soon as the
proposed corporate action is taken, or upon receipt of a payment demand, the
corporation shall pay each dissenter who complied with section 30-1-1323,
Idaho Code, the amount the corporation estimates to be the fair value of
his shares, plus accrued interest.

  (2) The payment must be accompanied by:

  (a) The corporation's balance sheet as of the end of a fiscal year
ending not more than sixteen (16) months before the date of payment, an
income statement for that year, a statement of changes in shareholders'
equity for that year, and the latest available interim financial
statements, if any;

  (b) A statement of the corporation's estimate of the fair value of
the shares;

  (c) An explanation of how the interest was calculated;

  (d) A statement of the dissenter's right to demand payment under
section 30-1-1328, Idaho Code; and

  (e) A copy of this part.

[I.C.,  30-1-1325, as added by 1997, ch. 366,  2, p. 1080.]


30-1-1326. Failure to take action.

  (1) If the corporation does not take the proposed action within sixty
(60) days after the date set for demanding payment and depositing share
certificates, the corporation shall return the deposited certificates
and release the transfer restrictions imposed on  uncertificated shares.

  (2) If after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a
new dissenters' notice under section 30-1-1322, Idaho Code, and repeat
the payment demand procedure.

[I.C.,  30-1-1326, as added by 1997, ch. 366,  2, p. 1080.]



30-1-1327. After-acquired shares.

  (1) A corporation may elect to withhold payment required by section
30-1-1325, Idaho Code, from a dissenter unless he was the beneficial
owner of the shares before the date set forth in the dissenters' notice
as the date of the first announcement to news media or to shareholders of
the terms of the proposed corporate action.

  (2) To the extent the corporation elects to withhold payment under
subsection (1) of this section, after taking the proposed corporate
action, it shall estimate the fair value of the shares, plus accrued
interest, and shall pay this amount to each dissenter who agrees to
accept it in full satisfaction of his demand. The corporation shall
send with its offer a statement of its estimate of the fair value of
the shares, an explanation of how the interest was calculated, and a
statement of the dissenter's right to demand payment under section
30-1-1328, Idaho Code.

[I.C.,  30-1-1327, as added by 1997, ch. 366,  2, p. 1080.]


30-1-1328. Procedure if shareholder dissatisfied with payment or offer.

  (1) A dissenter may notify the corporation in writing of his own
estimate of the fair value of his shares and amount of interest due,
and demand payment of his estimate, less any payment under section
30-1-1325, Idaho Code, or reject the corporation's offer under section
30-1-1327, Idaho Code, and demand payment of the fair value of his shares
and interest due, if.

  (a) The dissenter believes that the amount paid under section 30-1-1325,
Idaho Code, or offered under section 30-1-1327, Idaho Code, is less than
the fair value of his shares or that the interest due is incorrectly
calculated;

  (b) The corporation fails to make payment under section 30-1-1325,
Idaho Code, within sixty (60) days after the date set for demanding
payment; or

  (c) The corporation, having failed to take the proposed action, does
not return the deposited certificates or release the transfer restrictions
imposed on uncertificated shares within sixty (60) days after the date set
for demanding payment.

  (2) A dissenter waives his right to demand payment under this section
unless he notifies the corporation of his demand in writing under
subsection (1) of this section within thirty (30) days after the
corporation made or offered payment for his shares.

[I.C.,  30-1-1328, as added by 1997, ch. 366,  2, p. 1080.]




30-1-1330. Court action to determine share value.

  (1) If a demand for payment under section 30-1-1328, Idaho Code, remains
unsettled, the corporation shall commence a proceeding within sixty (60)
days after receiving the payment demand and petition the court to determine
the fair value of the shares and accrued interest. If the corporation does
not commence the proceeding within the sixty-day period, it shall pay each
dissenter whose demand remains unsettled the amount demanded.

  (2) The corporation shall commence the proceeding in the Idaho district
court of the county where a corporation's principal office or, if none in
this state, its registered office is located. If the corporation is a
foreign corporation without a registered office in this state, it shall
commence the proceeding in the county in this state where the  registered
office of the domestic corporation merged with or whose shares were
acquired by the foreign corporation was located.

  (3) The corporation shall make all dissenters, whether or not residents
of this state, whose demands remain unsettled parties to the proceeding,
as in an action against their shares, and all parties must be served with
a copy of the petition.  Nonresidents may be served by registered or
certified mail or by publication as provided by law.

  (4) The jurisdiction of the court in which the proceeding is commenced
under subsection (2) of this section is plenary and exclusive. The court
may appoint one (1) or more persons as appraisers to receive evidence and
recommend decision on the question of fair value. The appraisers have the
powers described in the order appointing them, or in any amendment to it.
The dissenters are entitled to the same discovery rights as parties in
other civil proceedings.

  (5) Each dissenter made a party to the proceeding is entitled to
judgment:

  (a) For the amount, if any, by which the court finds the fair value
of his shares, plus  interest, exceeds the amount paid by the corporation;
or

  (b) For the fair value, plus accrued interest, of his after-acquired
shares for which the  corporation elected to withhold payment under
section 30-1-1327, Idaho Code.

[I.C.,  30-1-1330, as added by 1997, ch. 366,  2, p. 1080.]




30-1-1331. Court costs and counsel fees.

  (1) The court in an appraisal proceeding commenced under section
30-1-1330, Idaho Code, shall determine all costs of the proceeding,
including the reasonable compensation and expenses of appraisers appointed
by the court. The court shall assess the costs against the corporation,
except that the court may assess costs against all or some of the
dissenters, in amounts the court finds equitable, to the extent the
court finds the dissenters acted arbitrarily, vexatiously, or not in
good faith in demanding payment under section 30-1-1328, Idaho Code.

  (2) The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds equitable:

  (a) Against the corporation and in favor of any or all dissenters if
the court finds the corporation did not substantially comply with the
requirements of sections 30-1-1320 through 30-1-1328, Idaho Code; or

  (b) Against either the corporation or a dissenter, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good
faith with respect to the rights provided by this part.

  (3) If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly situated, and
that the fees for those services should not be assessed against the
corporation, the court may award to these counsel reasonable fees to be
paid out of the amounts awarded to dissenters who were benefited.

[I.C.,  30-1-1331, as added by 1997, ch. 366,  2, p. 1080.]


APPENDIX A - 1

EX-99

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

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION
13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)


THE COEUR D'ALENES COMPANY
(Name of the Issuer)

THE COEUR D'ALENES COMPANY
(Name of Persons Filing Statement)

COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)

192119 10 9
(CUSIP Number of Class Securities)

Marilyn A Schroeder
Vice President/CFO
The Coeur d'Alenes Company
P O Box 2610
Spokane, WA 99220-2610
(509) 924-6363
(Name, Address and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)

COPY TO:

Lawrence Small
Paine, Hamblen, Coffin, Brooke & Miller, LLP
717 W Sprague  Suite 1200
Spokane, WA 99201-3505

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

a.	[ X ]  The filing of solicitation materials or an information
statement subject to Regulation 14A (Section 240.14a-1 through 240.14b-2),
Regulation 14C (Section 240.14c-1 through 240.14c-101) or Rule 13e-3c
(Section240.13e-3c) under the Securities Exchange Act of 1934 ("the Act").
b.	[   ]  The filing of a registration statement under the Securities
Act of 1933.
c.	[   ]  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: [ X ]

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

Calculation of Filing Fee

		Transaction valuation*			Amount of filing fee
			$15,822					$3.16

*The transaction value is based on the assumption that only those holders of
record with less than 1,000 shares will be cashed out as a result of this
transaction.
There may be more shareholders that fall into this category who currently
have their stock with a depository.  The total shares held by shareholders
of record with less than 1,000 shares are 63,287.  The transaction value is
calculated by multiplying 63,287 shares by the purchase price of $0.25 per
share.  The amount of the filing fee is calculated in accordance with Rule
0-11 of the Securities Exchange Act of 1934, as amended, and equals 1/50th
of one percent of the aggregate value of this transaction.

[   ]  Check the box if any part of the fee is offset as provided by
Section 240.0-11(a)(2) and identify the filing 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: ___________________

		Form or Registration No.: ___________________

		Filing Party: ______________________________

		Date Filed: _______________________________

Item 1.  Summary Term Sheet:

The terms of the Transaction are summarized as follows:

The purpose of the transaction is to cash out Shareholders holding less
than one thousand (1,000) shares of common stock in a record or nominee
account at 6:01 p.m. on April 30, 2002 (the "Effective Time");

The ratio for the reverse split is one (1) share for every one thousand
(1,000) shares beneficially owned at the Effective Time;

Shareholders who are cashed out will receive $0.25 for each share
beneficially owned the moment before the Effective Time;

The transaction must be approved by a majority of the Shareholders
including Shareholders who are affiliated with the Company as officers,
directors or employees;

If the transaction is approved, then the Company intends to file a
certification of termination of registration of its common stock with the
Securities and Exchange Commission and the Company will cease to be a
reporting company;

The transaction, if approved, will not have any affect on Shareholders
beneficially owning one thousand (1,000) or more shares of the
Company's common stock, other than the termination of registration with
the Securities and Exchange Commission.

A complete description of the terms of the transaction can be found in
Proposal Number 3 beginning on Page 8 of the Proxy Statement.

Item 2.  Subject Company Information

This Transaction is being conducted by the issuer:

	THE COEUR D'ALENES COMPANY
	3900 E Broadway
	Spokane, WA 99220-2610
	(509) 924-6363

Item 3.  Identify and Background of Filing Person

	The filing person is the subject company:
	THE COEUR D'ALENES COMPANY
	3900 E Broadway
	Spokane, WA 99220-2610
	(509) 924-6363

Directors:	Jimmie T G Coulson, Director, President/CEO
	P O Box 2610
	Spokane, WA  99220-2610
	(509) 924-6363

	Wendell J Satre, Director
	2822 E Snowberry Lane
	Spokane, WA 99223
	(509) 536-5627

	Marilyn Schroeder, Director, Vice President/CFO
	P O Box 2610
	Spokane, WA 99220-2610
	(509) 924-6363

	Robert P Shanewise, Director
	921 W Comstock Court
	Spokane, WA 99203
	(509) 443-1944

	Lawrence A Stanley, Director
	Empire Bolt and Screw
	1501 E Trent
	Spokane, WA 99202
	(509) 534-0636

Officers:	Jimmie T G Coulson, Director, President/CEO
	P O Box 2610
	Spokane, WA  99220-2610
	(509) 924-6363


	Lawrence A Coulson, Vice President/GM Stock Steel
	P O Box 2610
	Spokane, WA 99220-2610

	Marilyn Schroeder, Director, Vice President/CFO
	P O Box 2610
	Spokane, WA 99220-2610
	(509) 924-6363

Item 4.  Terms of the Transaction.

The Transaction includes both a reverse stock split and a forward split
of the Company's common stock.  If this Transaction is approved and occurs,
the reverse split will occur at 6:00 P.M. Pacific time on April 30, 2002
(the Effective Time).  All shareholders on April 30, 2002 will receive
one share of the Company's common stock for every 1,000 shares of the
Company's common stock held in their record or nominee accounts at that
time.  Any Shareholder who has the beneficial interest in fewer than 1,000
shares of the Company's common stock at the Effective Time (referred to
herein as a "Cashed Out Shareholder") will receive a cash payment instead
of fractional shares.  This cash payment will be $0.25 per share as
determined by the Board of Directors at a regularly scheduled meeting of
the Board held on November 29, 2001 and reaffirmed at a subsequent
regularly scheduled meeting of the Board held on January 28, 2002.
The Directors considered an independent valuation report prepared by
Cronkite and Kissell that established the value of the shares at $0.08
per share as of August 31, 2001.  The Directors, however, did not accept
the conclusions and recommendations of that report;  consequently, it will
not be provided to the Shareholders as part of the proxy statement.  The
Directors determined that $0.25 was a more appropriate value.  Immediately
following the Effective Time for the reverse split, all Shareholders who
are not Cashed Out Shareholders will receive 1,000 shares of the Company's
common stock for every one share of stock they received as a result of the
reverse stock split.  If a Shareholder holds 1,000 or more shares in a
record or nominee account prior to the Transaction, any fractional share
in those accounts will not be cashed out after the reverse split and the
total number of shares held in those accounts will not change as a result
of the Transaction.

In accordance with Section 30-1302 of the Idaho Code, Cashed Out
Shareholders have the right to dissent from the Transaction and to
receive payment in cash for the "fair value" of those shares voted
against the Transaction.  Instructions regarding the assertion of
dissenter rights are contained in the section entitled Dissenters
Appraisal Rights at page 19; this section is incorporated herein by
reference.  See also Appendix A to the Proxy Statement.

No provisions have been made by the Company to grant unaffiliated security
holders access to the corporate files of the Company or to obtain counsel or
appraisal services at the expense of the Company.

Item 1004(f) of Regulation M-A is not applicable.

Item 5.  Past Contacts, Transactions, Negotiations and Agreements.

There have been no sales or acquisitions of the Company's common stock by
any of the executive officers or directors of the Company where the
aggregate value of the transactions exceeded $60,000 during the past
two years.

The Company has been conducting tender offers to holders of 200 and fewer
shares continuously over the past two years.  Total shares purchased and
the price paid for the Common Stock is detailed in the following table:
								Avg
								Cost
	Date		# of shares		Total Cost 	Per Share

	October 2001	5,274			$ 2,260		  $0.43
	May 2001	  776			$   400		  $0.52
	February 2001	  584			$   320		  $0.55
	September 2000	1,055			$   540		  $0.51
	June 2000	1,014			$   590		  $0.58

There were no negotiations, transactions or material contacts between the
Company and any of its executive officers, directors or affiliates that
would qualify as significant corporate events, as that term is defined by
Item 1005(b) and (c) of Regulation M-A..

There are no agreements between the Company, its executive officers,
directors or any affiliates and any other party with respect to the
Company's common stock which would be subject to Item 1005(e) of
Regulation M-A.

Item 6.  Purposes of the Transaction and Plans or Proposals.


The securities acquired in the Transaction will be held in treasury of the
Company; Idaho law allows its domestic corporations to hold their shares of
common stock in treasury for limited purposes.

Effective January 28, 2002, the Company merged its wholly-owned subsidiary,
Union Iron Works, Inc. of Spokane back into the parent company.  This merger
is intended to eliminate the expense of maintaining two separate businesses.
It is unrelated to the reverse split contemplated at this time.  There are
no other plans, proposals or negotiations regarding any extraordinary
transactions such as a merger, reorganization or liquidation involving
the Company.

There are no plans, proposals or negotiations that might result in any
purchase, sale or transfer of a material amount of assets of the Company.

There are no plans, proposals or negotiations that might result in a
material change in the present dividend rate or policy or any indebtedness
or capitalization of the Company.

There are no plans, proposals or negotiations that might result in any
change in the present board of directors or management of the Company
except in the normal course of board member retirement and replacement.

There are no plans, proposals or negotiations that might result in any
change in the Company's corporate structure.

The Company has only one class of securities and, if the Transaction is
approved, the Transaction will result in the securities becoming eligible
for termination of registration under Section 12(g)(4) of the Act
(15 U.S.C. 781).  The Company's listing of common stock on the NASDAQ
Bulletin Board will be discontinued.

Item 7.  Purposes, Alternative, Reasons and Effects.

The information required by this Item 7 and Item 1013 of Regulation M-A
is set forth in the proxy statement in the section entitled "Background
and Purpose of the Transaction" at page 13 and "Affect of the Transaction
on the Company" at page 13.  These sections are incorporated herein by
reference.

Item 8.  Fairness of the Transaction.

The Directors and Management of the Company believe this transaction is
fair to all unaffiliated shareholders of the Company.  The small
shareholders currently have no way to liquidate their investment in
the Company without incurring costs that are disproportionate to the
overall value of the stock.  This transaction provides a method to cash
out these shareholders.  The Company commissioned a going concern valuation
study and report from an independent appraiser in an effort to arrive at a
fair purchase price for the fractional shares.  Since the conclusion of
$0.08 per share was based on financial information of comparable companies
much larger than the Company, the Board determined to set the price at
$0.25.  Over the last two years, the range of high and low bids has been
$0.31 to $0.05.  Market price is not a relevant measure of fairness, as
there is not an active trading market.  Over the last five years, after
tax earnings per share have averaged $0.02 and $0.01 over the last three
years.  At $0.25 per share, the purchase price represents twelve and one
half times average after tax net income per share based on the last five
years and twenty five times average after tax net income per share based
on the last three years.  The purchase price represents roughly 50% of
book value.

This transaction will not have a material affect on shareholders holding
1,000 or more shares of the Company's stock.  The Company will no longer
be a registered, reporting Company, but without an active trading market
over the last ten years, the registration does not provide a material
benefit to the unaffiliated shareholders.

No Director dissented or abstained from voting on the Transaction.

The Transaction does not require the approval of a majority of the
unaffiliated shareholders voting as a separate class.

A majority of the directors who are not employees of the Company has not
retained an unaffiliated representative to act solely on behalf of
unaffiliated shareholders for purposes of negotiating the terms of
this transaction nor to prepare a report concerning the fairness of
the transaction.

This transaction was approved by all the Directors who are not employees
of the Company.

There have been no firm offers made by an unaffiliated person during the
last two years to acquire the Company or a significant part of the
Company's assets.

Item 9.  Reports, Opinions, Appraisals and Negotiations.

The information required by this Item is set forth in the proxy statement
in the section entitled "Structure of the Transaction" at page 11; this
section is incorporated herein by reference.

Item 10.  Source and Amounts of Funds or Other Consideration.

The source of funds for the transaction will be the Company's working
capital.  The total number of fractional shares that will be purchased
and the total cash to be paid by the Company are unknown.  However, if
the Transaction had been completed as of January 1, 2002, the cash
payment that would have been issued to cashed out shareholders would
have been at least $15,822 based on 63,287 shares held by 599
registered shareholders.  The actual amounts will depend on the
number of cashed out shareholders at the Effective Time of the
transaction, which may vary from the number identified on January 1,
2002.  The Company is not able to determine at this time the number of
shareholder accounts with fewer than 1,000 shares are held in depositories.

The cost of the transaction is expected to be around $10,000 not including
the payment to cashed out shareholders.  Legal fees, solicitation materials
and mailing are the only significant costs the Company anticipates at this
time.

Item 11.  Interest in Securities of Subject Company.

The information required by Item 1008(a) of Regulation M-A is set forth in
the Annual Report in the section entitled "Security Ownership of
Management" at page 15; this section is incorporated by reference.
Joel E. Simpson is still an employee of the Company but he is not
considered part of Management for disclosure purposes.

The only transaction during the last sixty days involving the Company's
common stock and executive officers or directors was a single transaction
on December 21, 2001.  The transaction was an unsolicited offer to sell
to Company employees the shares of common stock held by Eliot Investments
Limited Partners.  This Partnership offered to sell the shares quoted at
the market price, which at that time was $0.05.  The total shares involved
were 4,205.  Of those 4,205, Jimmie Coulson acquired 189 shares, Marilyn
Schroeder acquired 2,516 shares and other employees who are not executive
officers or directors acquired the remaining 1,500 shares.

Item 12.  The Solicitation or Recommendation.

Three of the Company's Directors, listed below, will be cashed out unless
they acquire additional shares or if Dr. Robert Shanewise combines his
accounts, to bring their total holdings of record to more than 1,000.

		Robert P. Shanewise
		Wendell J. Satre
		Lawrence A. Stanley

As all of the Directors believe this transaction is in the best interest
of the Company and all of the unaffiliated shareholders, all five intend
to vote their shares in favor of this transaction.

No Director or executive officer has made a recommendation separate from the
unanimous resolutions adopted by the directors either in support of or
opposed to this transaction to any other party.

Item 13.  Financial Statements.

Audited financial statements for the two previous fiscal years required to
be filed with the Company's most recent annual report under Sections 13 and
15(d) of the Exchange Act (15 U.S.C. 78m; 15 U.S.C. 78o), have been filed
with the Company's most recent annual report on Form 10-KSB for the fiscal
year ended in September 2001.  The Annual Report was filed on December 27,
2001.  The Form 10-KSB for the year ending September 29, 2001 is included
with the mailing of the proxy statement to shareholders as the Company's
annual report.
The financial statements begin on Page F1, immediately following page 17
of the Form 10-KSB and are incorporated herein by reference.

The financial statements required to be included with the Company's most
recent quarterly report are contained in the most recent Form 10-QSB,
filed on February ___ for the quarter ended December 25, 2001 and are
incorporated herein by reference.

Book Value per share of the Company's Common stock as of December 25, 2001
is $0.56.

The Transaction will have no material effect on the Company's balance sheet,
income statement or earnings per share for the current fiscal year.  The
Transaction will not have a material effect on the Company's book value per
share for the current fiscal year.

Item 14.  Persons/Assets, Retained, Employed, Compensated or Used.

No person or class of persons are directly or indirectly employed,
retained, or are to be compensated to make solicitations or recommendations
in connection with this transaction.

No Officer, employee or corporate assets of the Company has or will be
employed or used by the Company in connection with this transaction.

Item 15.  Additional Information.

No additional material is required under this item.

Item 16.  Exhibits.

None

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.


	/S/ Marilyn A. Schroeder
	      Vice President/CFO
	      February 1, 2002