SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~May 2529, ~~2002~~2003

PENHALL INTERNATIONAL CORP.

(Exact name of Registrant as specified in its charter)


ARIZONA	333-64745	86-0634394

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1801 PENHALL WAY, ANAHEIM, CA		92803

(Address of principal executive offices)		(Zip Code)

(714) 772-6450
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Exhibits
	Item 9. Regulation FD Disclosure
SIGNATURE
EXHIBIT 99.1
EXHIBIT 10.40
EXHIBIT 99.2
EXHIBIT 10.41

Item 5. Other Events

On May 22, 2003, Penhall International Corp., (the Company), Penhall Company, Penhall Leasing, L.L.C., Bob Mack Co., Inc. and Penhall Investments Inc. entered into a credit agreement with General Electric Capital Corporation. This credit agreement replaces the Credit Agreement dated August 4, 1998, by and among the Company, Penhall Acquisition Corp., Bankers Trust Company, as administrative agent, Credit Suisse First Boston, as syndication agent, and various lending institutions named therein. A copy of the Credit Agreement and related Security Agreement are attached as Exhibits 10.40 and 10.41 to this Current Report on Form 8-K.

Item 7. Exhibits

99.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.40		Credit Agreement Dated as of May 22, 2003 by and among Penhall International Corp., Penhall Company, Penhall Leasing, L.L.C., Bob Mack Co., Inc., Penhall Investments Inc., and General Electric Capital Corporation, as Agent *
99.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.41		Security Agreement dated as of May 22, 2003 by and among Penhall International Corp., Penhall Company, Penhall Leasing, L.L.C., Bob Mack Co., Inc., Penhall Investments Inc. and General Electric Capital Corporation, as Agent *
* Filed herewith.

Item 9. Regulation FD Disclosure

On the date hereof, Penhall International Corporation (the “Company”), filed its Annual Report on Form 10-K for the period ending June 30, 2002 (the “Report”) with the Securities and Exchange Commission. Attached hereto as Exhibits 99.1 and 99.2, are the certifications that accompanied the Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of John Sawyer, Chief Executive Officer of the Company, and Jeffrey E. Platt, Chief Financial Officer of the Company, respectively, that the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

SIGNATURE

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.


		Penhall International Corp.

	By:	/s/ John T. Sawyer

		John T. Sawyer
		Chief Executive Officer

Date: ~~September~~May 2630, ~~2002~~2003

Table of Contents

Table of Contents

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