OctoberNovember 312, 2003

( Date of earliest event reported )

PHOENIX GOLD INTERNATIONAL, INC.

( Exact name of ~~registrant~~ registrant as specified in its charter )

OREGON	000-25866	~~000~~93-~~25866~~1066325	~~93-1066325~~
( State or other jurisdiction of incorporation )		( Commission file Number )	( I.R.S. Employer Identification Number )
(State or other jurisdiction of incorporation)	(Commission file Number)	(I.R.S. Employer Identification Number)
9300 NORTH DECATUR STREET, PORTLAND, OREGON		97203	~~97203~~
( Address of principal executive offices )			( Zip code )
(Address of principal executive offices)		(Zip code)
(503) 286-9300
( Registrant’s telephone number, including area code )
(Registrant’s telephone number, including area code)

PHOENIX GOLD INTERNATIONAL, INC. Form 8-K November 12, 2003

~~Form 8-K~~INDEX

October 3, 2003

Item 7.	Financial Statements and Exhibits

Item 12.	Results of Operations and Financial Condition


SIGNATURES

INDEX TO EXHIBITS

~~INDEX~~2

Item 5.	Other Events and Regulation FD Disclosure
Item 7.	Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS

Item 7. Financial Statements and Exhibits.

2(c) Exhibits.

~~Item~~The ~~5. Other Events~~following ~~and~~exhibit ~~Regulation~~is FDbeing ~~Disclosure.~~filed herewith:

On99.1 Text of ~~October~~Press 2Release, dated November 12, 2003, titled “Phoenix Gold ~~International,~~Announces ~~Inc.~~2003 ~~publicly~~Fiscal ~~disclosed~~Year inResults,” atogether ~~press~~with ~~release~~related ~~certain~~Balance ~~management~~Sheets ~~changes. A~~and ~~copy~~Statements of ~~the press release is attached as~~ ~~Exhibit 99.1 to this Current Report on Form 8-K.~~Operations

Item 712. ~~Financial Statements~~ Results of Operations and Financial ~~Exhibits~~Condition.

On November 12, 2003, Phoenix Gold International, Inc. (cthe “Company”) ~~Exhibits~~ issued a press release regarding the Company’s financial results for its fourth fiscal quarter and fiscal year ended September 30, 2003. The full text of the press release, together with the Balance Sheet and Statement of Operations, is attached hereto as Exhibit 99.1.

~~The following exhibit is being filed herewith:~~3

~~99.1 Press Release, dated October 2, 2003, of Phoenix Gold International, Inc.~~SIGNATURES

3Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	PHOENIX GOLD INTERNATIONAL, INC.


	/s/ Joseph K. O’Brien
	Joseph K. O’Brien
	Vice President, Chief Financial Officer and Secretary
	(Principal Financial and Accounting Officer)

Dated: November 14, 2003

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~4

	PHOENIX GOLD INTERNATIONAL, INC.
	/s/ Joseph K. O’Brien
	Joseph K. O’Brien
	Vice President, Chief Financial Officer and Secretary
	(Principal Financial and Accounting Officer)
Dated: October 3, 2003

INDEX TO EXHIBITS

4Exhibit 99.1 Press Release dated November 12, 2003 of Phoenix Gold International, Inc.

~~INDEX TO EXHIBITS~~5

Exhibit			Page
99.1		Press Release dated October 2, 2003 of Phoenix Gold International, Inc.	6

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