SEC 1746
(11-02)
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No.   7 )*

ACORN PRODUCTS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

004857 10 8

(CUSIP Number)

Michael E. Cahill, Esq.	John B. Frank
Managing Director and General Counsel	Principal and General Counsel
The TCW Group, Inc.	Oaktree Capital Management, LLC
865 South Figueroa Street, Suite 1800	333 South Grand Avenue, 28th Floor
Los Angeles, California 90017	Los Angeles, California 90071
(213) 244-0000	(213) 830-6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 21, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [     ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   004857 10  8
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). The TCW Group, Inc.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[X]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization Nevada
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,478,366
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 2,478,366
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,478,366
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 49.5%
	14.	Type of Reporting Person (See Instructions) HC, CO

2

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Trust Company of the West
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[X]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 830,071
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 830,071
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 830,071
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 16.6%
	14.	Type of Reporting Person (See Instructions) CO; Banks

3

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Asset Management Company
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[X]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-
			8.	Shared Voting Power 1,648,295
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 1,648,295
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,648,295
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 32.9%
	14.	Type of Reporting Person (See Instructions) CO; IA

4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Special Credits
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[X]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-
			8.	Shared Voting Power 1,648,295
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 1,648,295
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,648,295
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 32.9%
	14.	Type of Reporting Person (See Instructions) PN; IA

5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Special Credits Fund IIIb
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[X]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 364,425
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 364,425
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 364,425
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 7.3%
	14.	Type of Reporting Person (See Instructions) PN

6

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Special Credits Fund IV
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[X]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 321,370
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 321,370
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 321,370
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 6.4%
	14.	Type of Reporting Person (See Instructions) PN

7

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Special Credits Plus Fund
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[X]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 344,723
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 344,723
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 344,723
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 6.9%
	14.	Type of Reporting Person (See Instructions) PN

8

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Weyerhaeuser Company Master Retirement Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[X]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 358,448
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 358,448
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 358,448
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 7.2%
	14.	Type of Reporting Person (See Instructions) OO

9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Special Credits Trust IIIb
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[X]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 259,471
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 259,471
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 259,471
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 5.2%
	14.	Type of Reporting Person (See Instructions) OO

10

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Special Credits Trust IV
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[X]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 283,547
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 283,547
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 283,547
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 5.7%
	14.	Type of Reporting Person (See Instructions) OO

11

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Oaktree Capital Management, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[X]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,890,441
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 1,890,441
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,890,441
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 37.7%
	14.	Type of Reporting Person (See Instructions) IA; OO

12

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OCM Principal Opportunities Fund, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[X]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [     ]
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-
			8.	Shared Voting Power 1,890,441
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 1,890,441
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,890,441
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]
	13.	Percent of Class Represented by Amount in Row (11) 37.7%
	14.	Type of Reporting Person (See Instructions) PN

13

Item 1.	Security and Issuer
This Amendment No. 7 amends and supplements, pursuant to Rule 13d-2(a), the Schedule 13D (the "Schedule 13D") of The TCW Group, Inc. ("TCWG"), Trust Company of the West ("TCW"), TCW Asset Management Company ("TAMCO"), TCW Special Credits ("Special Credits," and, together with TCWG, TCW and TAMCO, the "TCW Entities"), TCW Special Credits Fund III, TCW Special Credits Fund IIIb, TCW Special Credits Trust IIIb, TCW Special Credits Trust, Oaktree Capital Management, LLC ("Oaktree") and OCM Principal Opportunities Fund, L.P. ("Oaktree Fund") filed with the Securities and Exchange Commission on July 3, 1997 and amended by Amendment No. 1 filed on December 17, 1997, Amendment No. 2 filed on July 15, 1999, Amendment No. 3 filed on July 10, 2001, Amendment No. 4 filed on February 14, 2002, Amendment No. 5 filed on June 19, 2002 and Amendment No. 6 filed on December 27, 2002, relating to the common stock, par value $0.001 per share (the "Common Stock"), of Acorn Products, Inc., a Delaware corporation (the "Issuer").  Except as disclosed herein there has been no change in the information previously reported on Schedule 13D.
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4 is amended to add the following paragraphs:
Item 4.	Purpose of Transaction
TCW, the Oaktree Fund, A. Corydon Meyer, John G. Jacob, Gary W. Zimmerman, Carol B. LaScala and CapitalSource Holdings LLC (collectively, the "Participants"), have agreed to contribute 4,633,811 shares of the Common Stock held by them to Acorn Merger Corporation, a Delaware corporation formed and controlled by the Participants for the purpose of holding the Participants' current shares of the Issuer and merging with the Issuer ("Acorn Parent").  In return for the contribution of their Common Stock to Acorn Parent (which as of February 19, 2003 and pro forma for the contribution of shares of Company Common Stock thereto immediately prior to a contemplated merger of Acorn Parent with and into Issuer collectively represents 92.5% of the Company’s issued and outstanding shares of Common Stock), the Participants will receive shares of Acorn Parent pursuant to a written agreement executed on February 21, 2003 (the "Contribution Agreement"). The Contribution Agreement is attached hereto as Exhibit 1, and any description thereof is qualified in its entirety by reference thereto.  The contribution of shares will be made in connection with a merger pursuant to which (i) Acorn Parent will be merged with and into the Issuer, and each share of the Common Stock (other than shares held by each of Acorn Parent, the Issuer, and any public stockholders who have properly perfected their dissenters' statutory appraisal rights under the Delaware General Corporate Law ("DGCL")) will be converted into the right to receive $3.50 in cash and (ii) each share of Acorn Parent's capital stock issued and outstanding immediately prior to the merger will be converted into one share of the common stock of the Issuer (the "Proposed Transaction"). Consummation of the Proposed Transaction will result in the Participants owning all of the outstanding equity interests of the Issuer.
Upon the contribution of Common Stock to Acorn Parent by the Participants, Acorn Parent will execute and file a Certificate of Ownership and Merger (the “Certificate”) with the Secretary of State of Delaware pursuant to which Acorn Parent will be merged with and into the Issuer, and each share of the Common Stock (other than shares held by each of Acorn Parent, the Issuer, and any public stockholders who have properly perfected their dissenters' statutory appraisal rights under the DGCL) will be converted into the right to receive $3.50 in cash. The form of the Certificate is attached hereto as Exhibit 2, and any description thereof is qualified in its entirety by reference thereto.  Under the DGCL, because Acorn Parent will hold over 90% of the Common Stock, Acorn Parent will have the power to execute and file the Certificate and effect the transactions contemplated thereby without a vote of the Issuer's board of directors or its stockholders.
The Proposed Transaction, if consummated, contemplates that the Issuer will be the surviving corporation and that the Participants will own all of the outstanding equity interests of the Issuer.  The Participants intend to cause the Issuer to terminate the registration of the Common Stock under Section 12(g) of the Act.  In addition, the Participants intend to cause the Common Stock of the Issuer to cease to be listed on the NASDAQ SmallCap Market. Except as set forth herein, the reporting persons have no other plans or proposals relating to the information required to be disclosed in subparagraphs (a) through (j) of Item 4.

14

Item 5.	Interest in Securities of the Issuer
Item 6 is amended to add the following paragraphs:
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
As described in Item 4, the Participants have agreed to contribute shares of the Common Stock to Acorn Parent in return for an ownership interest in Acorn Parent pursuant to the Contribution Agreement. Further, as described in Item 4, Acorn Parent will execute and file the Certificate pursuant to which Acorn Parent will be merged with and into the Issuer, and each share of the Common Stock (other than shares held by each of Acorn Parent, the Issuer, and any public stockholders who have properly perfected their dissenters' statutory appraisal rights under the DGCL) will be converted into the right to receive $3.50 in cash.
Item 7 is hereby restated in its entirety as follows:
Item 7.	Material to Be Filed as Exhibits
Exhibit 1: Stock Contribution Agreement
Exhibit 2: Form of Certificate of Ownership and Merger

[SIGNATURES ON FOLLOWING PAGE]

15

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of this 24th day of February, 2003.

THE TCW GROUP, INC.

/s/ Lazarus N. Sun

Lazarus N. Sun

Authorized Signatory

TRUST COMPANY OF THE WEST

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory

TCW ASSET MANAGEMENT COMPANY

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory

TCW SPECIAL CREDITS

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of TCW Asset Management Company,

the Managing General Partner of TCW Special Credits

TCW SPECIAL CREDITS FUND IIIb

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of TCW Asset Management Company,

the Managing General Partner of TCW Special Credits, the General

Partner of TCW Special Credits Fund IIIb

TCW SPECIAL CREDITS FUND IV

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of TCW Asset Management Company,

the Managing General Partner of TCW Special Credits, the General

Partner of TCW Special Credits Fund IV

TCW SPECIAL CREDITS PLUS FUND

/s/ Kenneth Liang

Kenneth Liang

16

Authorized Signatory of TCW Asset Management Company,

the Managing General Partner of TCW Special Credits, the General

Partner of TCW Special Credits Plus Fund

TCW SPECIAL CREDITS TRUST IIIb

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of Trust Company of the West,

the trustee of TCW Special Credits Trust IIIb

TCW SPECIAL CREDITS TRUST IV

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of Trust Company of the West,

the trustee of TCW Special Credits Trust IV

WEYERHAEUSER MASTER RETIREMENT TRUST

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of TCW Asset Management Company,

the Managing General Partner of TCW Special Credits, the

investment manager of Weyerhauser MRT

OAKTREE CAPITAL MANAGEMENT, LLC

/s/ John Frank

John Frank

Principal and General Counsel

/s/ Vincent J. Cebula

Vincent J. Cebula

Managing Director

17

OCM PRINCIPAL OPPORTUNITIES FUND, L.P.

By: Oaktree Capital Management, LLC

Its: General Partner

/s/ John Frank

John Frank

Principal and General Counsel

/s/ Vincent J. Cebula

Vincent J. Cebula

Managing Director

18