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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

F O R M 10-K

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

FIRST HARTFORD CORPORATION
(Exact name of registrant as
specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

1. Common Stock, par value $1 per share

The Company hereby indicates by checkmark whether it (1) has filed all reports required to be filed by Section 11 or 10 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.

YES     X      NO      

Based on the most recent sales, the aggregate market value of the voting stock held by non-affiliates of the Company was approximately $2,193,000.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

YES         NO      X   

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report: 3,089,985.

PART I
Cautionary Note Regarding Forward Looking Statements

This Annual Report on Form 10K contains forward looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks, uncertainties and assumptions as described from time to time in registration statements, annual reports, and other periodic reports and filings of the Company filed with the Securities and Exchange Commission. All statements, other than statements of historical facts, which address the Company’s expectations of sources of capital or which express the Company’s expectation for the future with respect to financial performance or operating strategies can be identified as forward-looking statements. As a result, there can be no assurance that the Company’s future results will not be materially different from those described herein as “believed,” “anticipated,” “estimated” or “expected,” which reflect the current views of the Company with respect to future events. We caution readers that these forward-looking statements speak only as of the date hereof. The Company hereby expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which such statement is based.

ITEM 1. DESCRIPTION OF BUSINESS

        First Hartford Corporation (the "Company") which was incorporated in Maine in 1909, is engaged in the purchase, development, ownership, management and sale of real estate. As used herein, the term Company shall mean and refer to First Hartford Corporation and its subsidiaries, unless the context otherwise requires.

        The Company is engaged in the purchase, development, ownership, management and sale of real estate, therefore, segment information is not applicable.

         The Company is engaged in the acquisition, development and management of land and properties with the ultimate goals of selling such properties when profitable opportunities arise or obtaining rental income therefrom.

         The real estate, owned and managed by the Company through various subsidiaries, is located in Connecticut, New Jersey, Texas and Rhode Island. Tenants are obtained through brokers and employed representatives of the Company, by means of Industrial Trade Shows, inquiries by potential tenants at the Company's on-site offices, and direct contacts with retail stores, banks and other potential commercial tenants.

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         The real estate business of the Company is diversified in terms of geographical location, type of commercial property and form of ownership or management. The commercial real estate business is not normally thought of as being divided into significant separate classes of products or services. For the past five years development had been exclusively on retail. The Company is currently constructing a 60,000 s.f. building in Cranston, Rhode Island for Katharine Gibbs School of which it will own 50%. Additional opportunities on this property are being sought.

         Operation of the Company's real estate business requires construction materials and suitable land. Construction materials can be obtained from many sources, but supplies and construction are subject to strikes and delivery delays which can greatly increase the cost of a project.

         Commercial properties are available in the states where the Company is qualified to do business, but all real property is, by its nature finite and subject to fluctuations in cost and to unpredictable changes in local zoning ordinances and to restrictions on planned construction.

         All phases of the real estate business are inherently speculative and intensely competitive with many enterprises, both large and small, engaged in businesses similar to the Company's throughout the United States. The success of the Company, to a large extent, depends upon factors which may be beyond the control of management. Some of these factors are variable construction costs, the mortgage market, real estate taxes, income tax laws, government regulations, the commercial rental market and the economy. The ability of the Company to meet its debt service obligations and to operate profitably is also dependent on its ability to attract tenants and to compete successfully with the numerous other commercial properties available to prospective tenants. The ability to attract tenants is dependent upon the changing character of the areas in which the Company's properties are located, the rate of new construction in those areas and the extent of present and future competition in those areas. The Company’s holdings are becoming less diversified both geographically and in use and types of occupancy.

         The Company’s assets are concentrated mostly in the Northeast which creates a geographic diversification risk. The Company presently has interest from Southern New Jersey and options for property as far north as Maine.

         The real estate business does not experience "backlogs" as that term is generally understood, nor is it seasonal.

         To the Company's knowledge, its real estate business is not dependent upon a single customer but there is a dependency on supermarkets for strip malls. The company has Stop & Shop, A&P and Big Y as tenants.

         The Company has no material patent, license, franchise or concession.

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         Research and development is not a part of the Company's business.

         The Company anticipates that compliance with any applicable Federal, state or local provisions regulating discharges into the environment or otherwise relating to the protection of the environment will not have a material effect on its capital expenditures, earnings or competitive position.

         At April 30, 2003, the Company employed 24 persons.

         The Company and its subsidiaries do not engage in operations in foreign countries. No material part of their sales or revenues is derived from customers in foreign countries.

ITEM 2. DESCRIPTION OF PROPERTY

             The following table shows the location, general character and ownership status of the materially important physical properties of the Company and its subsidiaries:

ITEM 3. LEGAL PROCEEDINGS

Waterville Industries, Inc. v. First Hartford Corporation and Finance Authority of Maine, CV-89-311 (Kennebec County Superior Court, Maine) and 89-0209-B (United States district Court, District of Maine). Actions commenced July 10, 1989.

     The $250,000.00 settlement payment referenced in the prior report was made in a timely fashion and all related litigation has been withdrawn against FHC.

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Wal-Mart Real Estate Business Trust, v. New Hawthorn Management Services, Inc., (“NHMS”) Robert Piermarini, Trustee of A. P. Realty Trust and Ruth Piermarini, Trustee of R&O Leominster Realty Trust, Third party Defendants.

The above referenced case was originally filed by NHMS against Wal-Mart (and the Piermarini defendants) in the federal district court of Massachusetts but was withdrawn due to lack of complete diversity jurisdiction.

After the aforesaid withdrawal, NHMS was preparing to re-file the same complaint in the state court of Massachusetts. However, Wal-Mart chose to file in the state court first and is thus the plaintiff in the above referenced matter styled Superior Court Civil Action No. 01-0810A. On information and belief, Wal- Mart claims NHMS breached a purchase and sale agreement by failing to, inter alia, provide an environmentally clean site and a requested (by Wal-Mart) clarification of a local planning board approval along with various lien waivers. Wal-Mart claims these breaches caused it not to purchase the property and is seeking the return of its $425,000.00 deposit along with reimbursement of certain expenses allegedly in the low six figure range.

NHMS has filed a counterclaim against Wal-Mart claiming Wal-Mart’s allegations to be without any basis in that the property was environmentally sound and that any improperly alleged environmental issues could easily have been escrowed for as provided under the contract. NHMS further asserts the planning board approval in question was valid without need of further clarification particularly in light of the numerous assurances given to Wal-Mart by the city of Leominster regarding such approval and that any required lien waivers were properly delivered to the title company. In its counterclaim, NHMS is seeking in excess of $1,200,000.00 damages for lost profits and/or expenses along with additional damages for unfair trade practices including Wal-Marts admitted efforts to try to purchase the very same property from the land owners immediately after it claimed that said property was not suitable for purchase under the terms of its just terminated agreement with NHMS.

The Piermarini defendants (who are the current land owners of the property which was to be acquired by Wal-Mart) were named as third party defendants by NHMS because, to the extent that there might be any merit to the Wal-Mart allegations regarding the environmental issues, then NHMS could claim that the Piermarini’s may have breached their contract with NHMS. The Piermarini’s have filed a counterclaim against NHMS for economic injury relating to liens filed against the property and damage to existing buildings. The Piermarini’s also assert that NHMS claims against them regarding any environmental issues constitute an abuse of process. The estimated value of these claims is unknown.

There is also an intervening broker claim filed against NHMS should NHMS prevail against Wal-Mart. The estimated value of this broker claim is approximately $80,000.00.

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While there is uncertainty and risk in any litigation, NHMS is confident that it will prevail in its counterclaim against Wal-Mart.

During the pendency of this lawsuit, Wal-Mart has filed a motion for partial summary judgment against NHMS in an effort to limit its damages, if any, to $200,000 based upon a liquidated damages clause in the original contract. As anticipated by NHMS, this motion was denied on both trial and appellate levels.

         The “Piermarini defendants” have also moved for partial summary judgement to eliminate claims against them by NHMS. NHMS contested this motion upon which argument was heard by the Superior Court on July 16, 2003. This motion was denied on July 21,2003.

OTHER PROCEEDINGS

         For proceedings involving officers and directors, see Item 10(f). on page 29.

         The Company is also involved in other legal proceedings which have arisen during the normal course of its business, including disputes over tax assessments, commercial contracts, lease agreements, construction contracts and personal injuries, but the Company does not believe that any of these proceedings will have a material impact on its consolidated financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The last meeting of security holders was held on February 13, 1986. The Company did not solicit proxies and the Board of Directors as previously reported were re-elected in its entirety.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON STOCK
              AND RELATED SECURITY HOLDER MATTERS

         The Company’s common stock, $1 par value, is traded over-the-counter. Any bids would be contained in the National Daily Quotation Service of the National Association of Securities Dealers (pink sheets) or online at www.pinksheets.com - symbol FHRT.

         The Company has paid no cash dividends in the last five years.

         Small sales of the common stock have occurred from time to time. The annual high for the stock was $.90 a share and the low $.41 a share. The last sale was $.71 on June 27, 2003.

         The number of shareholders of record for the Company’s common stock as of April 30, 2003, is approximately 900.

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ITEM 6. SELECTED FINANCIAL DATA

For the Years Ended April 30, 2003, 2002, 2001, 2000 and 1999

         The selected financial data set forth below for the years ended April 30, 2003, 2002, 2001, 2000 and 1999 are derived from the Company’s financial statements. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” included in Item 7 and “Financial Statements and Supplementary Data” included in Item 8 which are incorporated therein by reference.

ITEM 7.      FIRST HARTFORD CORPORATION AND SUBSIDIARIES
                   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS

         The financial and business analysis below provides information which the Company believes is relevant to an assessment and understanding of the Company’s consolidated financial position and results of operations. This financial and business analysis should be read in conjunction with the consolidated financial statements and related notes.

         The following discussion and certain other sections of the Report on From 10-K contain statements reflecting the Company’s views about its future performance and constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These views may involve risks and uncertainties that are difficult to predict and may cause the Company’s actual results to differ materially from the results discussed in such forward-looking statements. Readers should consider that various factors including changes in general

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economic conditions, interest rates and availability of funds, nature of competition and relationships with key customers may affect the Company’s performance. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or other.

         The year ended April 30, 2003 produced a pretax loss from operations prior to non-recurring items of $119,054 (.04) which compares to a gain of $68,542 (.02) and a loss of $882,778 (.29) in years ended April 30, 2002 and 2001. In the current year the Company did not have any gains or losses from the sale of real estate while $757,000 and $123,000 was recorded for the years ended April 30, 2002 and 2001 respectively.

         Non-recurring income was $262,484 and $971,698 for the years ended April 30, 2003 and 2001 respectively. These items were as a result of settlements of law suits and a gain on write offs of prior period liabilities.

Non-recurring expenses are as follows:

         Included in 2002 is a $250,000 expense for settlement of a lawsuit in Waterville, Maine. Although management believed it would probably be successful in an appeal, it would be prudent not to risk additional expense and possibly remain liable for a very significant amount of money.

         Included in 2001 is an investment write-off of $470,456. The investment is comprised of option payments and development cost related to property in Leominster, Massachusetts, which was under contract to purchase and resell to Wal-mart. Wal-mart violated that contract and refused to close. There is an active lawsuit on this matter. The financial statements do not include any revenue relating to this litigation.

         Construction income and expenses are eliminated for all items that come into inventory. Construction revenue from contracts between the Company and its investment partnerships are shown net of the related construction costs. Any construction gain or losses in a majority owned property will adjust our basis in that property.

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         Rental income represents rent, real estate taxes, and common area charges to tenants in wholly owned shopping centers. Rental income has increased approximately 3.7% from 2001-2003. The Company expects an increase of approximately 6% next year due to the expansion of existing space.

         Other income includes billing Real Estate commissions, overhead, engineering, legal, accounting services, preconstruction interest, or any other personnel or financial charges. Management fees can also be included if applicable. Most of these charges are to projects in which the company does not maintain a majority interest. The nature of these charges may also increase the corresponding cost in Operating, selling, and general and Administrative. .

         Other income includes a $397,000 gain from a refund of sales tax paid mostly in the year ended April 30, 2002. This was a result of utilizing a tax free bond issue. Management determined that it was appropriate to record when received.

         In a prior period the Company (through its subsidiary Lead Tech, Inc.) wrote off a receivable in the amount of $116,768.00 due Lead Tech, Inc. by a Limited Partnership. The son-in-law of Mr. Ellis is a partner in that Partnership and was instrumental in inducing Lead Tech, Inc. to do certain environmental clean up work on an emergency basis without the benefit of knowing payment was secure. Payment was never made and, in the opinion of the directors, probably never will be made. However in 2003, Mr. Ellis advised that the Journal Publishing Company, Inc. (an entity in which Mr. Ellis retains a financial interest) was agreeable to taking an assignment of this receivable from First Hartford Corporation in consideration for a like amount credit from the Journal Publishing Company, Inc. to First Hartford Corporation against loans due it by First Hartford Corporation. The Board agreed this would be appropriate. In 2003, a recovery of bad debts was recorded.

         Within Cost and expenses, operating expenses show a decrease in the year ended April 30, 2003 of approximately $335,000 over April 30,2002 which has an increase of approximately $148,000 over April 30, 2001. Included in operating expenses are write offs of pending projects of $205,000, $380,000 and $228,000 for April 30, 2003, 2002 and 2001 respectively. This amounted to a decrease in write offs of $175,000 and an increase in write offs of $152,000.

         Selling, General and Administrative shows a increase of approximately $240,000 from April 30, 2001 to 2002. This resulted from additional hiring of development personnel which started approximately in May of 2001. For the year ended April 30, 2003, the amount decreased $6,000. Starting May 1, 2003, the salary of Neil H. Ellis increased to $200,000 from $135,000.

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         On February 25, 2003 a 60,000 s.f. lease for an office building in Cranston, Rhode Island was signed. The building will be owned by C.P. Associates, LLC, which is 50% owned by Brewery Parkade Inc., a wholly owned subsidiary of the Company. Brewery Parkade Inc. will be the General Contractor of the project.

         The Company has arranged a $11,700,000 construction loan for the project (guaranteed by Neil Ellis, the President). From these funds the Partners received $900,000 against the value of the land and recouped most of the development cost advance.

         There is a deadline set by the tenant (Katharine Gibbs School). The building must be substantially complete on December 1, 2003. If the company does not meet this deadline it will be liable for rent penalties and sequential damages. The Company expects to meet the deadline.

Capital Resources and Liquidity

         In recent years, the Company has pursued an aggressive path to end litigation and pay down its debt. Management believes both of those objectives were met, as there is no material litigation currently on the horizon and debt has been reduced to manageable levels.

         New properties have equity partners and the Company does not have control of operations. These properties are recorded on the equity method of accounting.

         In the year ending April 30, 2004, we expect our cash flow from the operating partnerships to exceed $500,000. In addition, the rent payments for the Katharine Gibbs School should yield the Company an additional $250,000. When added to the cash flow of our existing properties we are on our way to rebuilding a workable cash flow. This is supplemented by construction revenue and fees.

         Although we are not pressured to sell any properties, we are seriously considering some offers. After April 30, 2004, $4,600,000 of federal tax loss carried forward will be lost unless they are used. Management has determined it best not to let this happen. In addition, the Company has several new prospects for development to more than replace what will be sold.

         Lastly, please notice that the accountants have removed the Going Concern Qualification on our Financial Statement. The deficit net worth on the balance sheet is more than compensated for by market value of properties owned.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Financial statements and supplementary data begin on the following page.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         As of January 1999, the Company has engaged Kostin, Ruffkess Company, LLC as accountants. The Company has filed a Form 8-K with the Commission reflecting the engagement of accountants. There are no disagreements of any matters of accounting principles or practices or financial statement disclosure and none are contemplated.

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	KOSTIN RUFFKESS    &COMPANY, LLC	Farmington .New London	Pond View Corporate Center 76 Batterson Park Road Farmington, CT 06032
Business Advisors and Certified Public Accountants

To The Shareholders of
First Hartford Corporation and Subsidiaries
Manchester, Connecticut

INDEPENDENT AUDITORS'-REPORT

We have audited the accompanying consolidated balance sheets of First Hartford Corporation and Subsidiaries as of April 30, 2003 and 2002, and the related consolidated statements of operations, shareholders' deficit, and cash flows, and the related schedules listed in Item 14(a)(2) of the annual report on Form 10-K for the years ended April 30, 2003, 2002 and 2001. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and related schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and related schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements and related schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Hartford Corporation and Subsidiaries as of April 30, 2003 and 2002, and the results of its consolidated operations and consolidated cash flows for the years ended April 30, 2003, 2002 and 2001 in conformity with accounting principles generally accepted in the United States of America. Further, it is our opinion that the schedules referred to above present fairly, in an material respects, the information set forth therein in compliance with the applicable accounting regulation of the Securities and Exchange Commission.

  /s/ Kostin, Ruffkess & Company, LLC

Farmington, Connecticut
July 16,2003