```

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   **Form 10-KSB****[X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934**

                    For the Fiscal year ended April 30, 2003
                                              --------------

        **[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934**

                   For the transition period from _________ to _________

                  Commission file number 0-22760
                                         -------

                               Elecsys Corporation
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

        Kansas                                            48-1099142
      --------------------------------------------------------------------
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)

         15301 West 109th Street, Lenexa, Kansas                66219
         ---------------------------------------------------------------
         (Address of principal executive offices)             (Zip Code)

                     Issuer's telephone number (913)647-0158
                                               -------------
Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.01 par value
                          ----------------------------
                                (Title of class)
     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X  No
                                                                      ---   ---

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will 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-KSB
or any amendment to this Form 10-KSB. [ X ]

      State issuer's revenues for its most recent fiscal year. $11,291,000
                                                              ------------------

     The aggregate  market value of the voting stock held by  non-affiliates  of
the issuer on July 15, 2003,  based upon the average bid and ask prices for such
stock on that date was  $5,275,616.  The number of shares of Common Stock of the
issuer outstanding as of July 15, 2003 was 2,791,331.

                       **DOCUMENTS INCORPORATED BY REFERENCE**
The  information  contained  in Items 9, 10, 11, and 12 of Part III of this Form
10-KSB have been incorporated by reference to our Proxy Statement for our Annual
Meeting of Stockholders to be filed with the Securities and Exchange  Commission
within 120 days after the close of the fiscal year ended April 30, 2003.

Transitional Small Business Disclosure Form (Check One): Yes    No X
                                                            ---   ---

                                     Page 1

                                     Part I
                                     ------

Item 1.    DESCRIPTION OF BUSINESS
           -----------------------

**General**

          Elecsys Corporation  ("Elecsys," the "Company," or "we"),  through its
wholly owned subsidiary DCI, Inc. ("DCI"),  is a leading designer,  manufacturer
and integrator of custom electronic  interface  solutions for original equipment
manufacturers  ("OEMs")  in the  medical,  aerospace,  industrial  and  consumer
product  industries.  These  interface  solutions are used by human operators to
view,  extract or exchange  information  with  electronic or  electro-mechanical
equipment. Through our unique capabilities to design and efficiently manufacture
custom electronic assemblies which integrate a variety of interface technologies
such as custom liquid  crystal  displays,  light emitting  diode  displays,  and
keypads with circuit boards and other electronic components, the Company becomes
an extension of the OEMs  organization  by providing key expertise  that enables
rapid development and manufacture of electronic products from product conception
through volume production.  We offer a compelling single source solution for our
customers  custom  electronic  interface  requirements  at a lower overall total
cost.

          Elecsys  was  incorporated  in Kansas in 1991,  and from 1991  through
September   2001,  the  Company   designed,   manufactured   and  sold  aircraft
navigational  aids (the  "Navaids  Business").  In  February  2000,  the Company
acquired  DCI. In September  2001,  we exited the Navaids  Business when we sold
substantially  all  of  the  assets  and  operations,  and  transferred  certain
liabilities of the Navaids Business, to a European joint venture.

          On  December  31,  2002,   DCI  completed  the  purchase  of  accounts
receivable,  inventory,  fixed  assets and  intellectual  property,  including a
customer list,  from  Crystaloid  Technologies  Inc.  ("Crystaloid"),  which had
closed its production facility on December 20, 2002. Crystaloid was a pioneer in
the development of liquid crystal display ("LCD")  technology,  a major supplier
of  LCDs to the  avionics  industry,  and a  significant  competitor  in the LCD
business.

**Strategy**

          Our strategy is to be a leading designer,  manufacturer and integrator
of custom  electronic  interface  solutions for OEMs in North  America.  We will
leverage our expertise as an electronic manufacturing services ("EMS") provider,
capable of integrating specialized  technologies such as custom LCD fabrication,
light emitting diode ("LED") display production,  and  microelectronic  assembly
capability,  to provide solutions to our customers'  electronic interface needs.
We are an  extension  of our  customers'  organizations  and offer a  compelling
single  source  solution  that  encompasses  design,  manufacturing  and support
services from product conception through volume production.

          Our management team views the integration of electronic  manufacturing
services with specialized  niche  technologies to be a large and growing market.
We intend to invest in the  development  of a variety  of  electronic  interface
technologies,   or  acquire  or  partner  with   companies  that  produce  these
technologies,  as a key strategy to unlock  additional  segments of the vast EMS
market.

                                     Page 2

These  expanded  technological  capabilities  are  expected to broaden our total
service  offering  which will drive our growth  efforts into an expanding  total
available market.

**Business**

          Through  DCI,  we  provide a unique  range of  design,  manufacturing,
integration  and testing  services to OEMs that desire a  cost-effective  single
source for the development and production of custom  electronic  assemblies that
integrate   specialized   interface   technologies   with  flexible   electronic
production. We design,  manufacture,  integrate, and test electronic assemblies,
including circuit boards,  high-frequency  electronic  modules,  microelectronic
displays  and  assemblies  and full  turn-key  products,  along with  custom LCD
devices and modules,  and custom LED display arrays. The electronic  interfaces,
assemblies,  and LCDs we produce,  or import,  are used in  medical,  aerospace,
industrial,  military,  consumer and other  applications.  We conduct operations
from our 33,000  square  foot  facility  located in Lenexa,  Kansas and lease an
additional  10,000 square feet in a nearby facility for light  manufacturing and
storage.  We received ISO 9001  certification in November 2000 and were recently
certified to the new ISO  9001-2000  standard.  Our sales are made  primarily to
customers in the United States,  Canada and a few other  international  markets,
which are  serviced  through a  combination  of  in-house  sales  personnel  and
independent sales representative firms.

          The  electronic  manufacturing  services  that  we  provide  encompass
turn-key  product  design,   manufacturing,   integration,   and  testing.   Our
engineering  staff  provides  hardware  design,  software  design and  component
engineering services under contract to OEMs. Our manufacturing processes produce
assemblies incorporating both conventional electronic packaging and high-density
configurations,   including   ball  grid  array   ("BGA")  and   microelectronic
technologies.  We maintain  manufacturing  capabilities  which include automated
surface mount technology component placement, automated solder paste application
and soldering,  automated through-hole component insertion,  wire bonded chip on
board microelectronic  assembly,  and complete in-circuit and functional testing
services.  We integrate  our  customers'  electronic  assemblies  with  numerous
specialized  interface  technologies such as custom LCDs and LED display arrays,
custom  keypads  and other user input  devices as well as  application  specific
backlights and illumination sources.

          Our  LCD  fabrication   process  produces  custom  LCDs  for  numerous
applications.  An LCD is a low  power  display  device in which  liquid  crystal
material is sealed in a cell between  specially  etched  plates of  conductively
coated glass.  When an electric  field is applied  across the glass plates,  the
liquid crystal material becomes polarized and the display is activated. LCDs are
used to display  information in a variety of  applications  from  commercial and
consumer to aerospace and medical products.  We fabricate highly specialized and
low- to medium-volume custom LCD devices in our Class 10000 cleanroom located in
our Lenexa facility.  The cleanroom includes  automated  photo-imaging and glass
scribing process equipment.  We have recently  established several  partnerships
with offshore LCD manufacturers to source our high-volume customer requirements.
We are  capable  of  designing  and  manufacturing  a  complete  display  module
involving both the custom LCD device and the supporting  electronics.  A limited
number of our competitors currently have the capability to produce such complete
modules.

          We believe our design,  manufacturing,  and integration  capabilities,
combined  with  materials  management  expertise,  make us a  compelling  single
resource  for  product  development  and  production  that allows  customers  to
integrate  their supply chains and reduce their vendor bases.  We strive to form
long-term  partnerships  with our customers and to maintain those  relationships
through  superior

                                     Page 3

performance.  We focus our marketing  efforts on OEMs whose products require the
integration of custom electronic interface devices,  such as LCDs, LED displays,
or custom input devices,  with specialized  electronic  manufacturing in low- to
medium-volume.  Our  ideal  customer  requires  both  design  and  manufacturing
services  and places a high value on quality,  reliable  delivery  and  customer
service.  This  strategy  of  focusing  on  specialized  display  and  interface
technologies  differentiates us from conventional domestic EMS providers and has
been a primary component of DCI's recent sales growth.

**Competition**

          In the electronic  manufacturing  services  arena,  there are numerous
domestic  and  foreign  EMS  providers  with  which  we  compete.  Many of these
competitors  are  substantially   larger  than  DCI,  with  greater   financial,
operating,  manufacturing  and marketing  resources,  including  Celestica Inc.,
Flextronics  International Ltd., Jabil Circuits Inc.,  Sanmina-SCI  Corporation,
and Solectron Corporation. Many have broader geographic breadth, a broader range
of services, and established overseas operations.  There are a limited number of
LCD  manufacturers  located  in the United  States  including  Polytronix  Inc.,
Aerospace  Display  Systems LLC, and LXD Inc. In addition to these  domestic LCD
manufacturers,  there are numerous foreign manufacturers who export LCD products
into our primary  customer  markets.  Our ability to integrate  custom LCDs, LED
displays and other specialized electronic interface technologies with electronic
assemblies helps differentiate us from our competitors.

          In  addition,  we face  competition  from the  internal  manufacturing
operations of our current and potential  customers who continually  evaluate the
relative benefits of internal  manufacturing versus outsourcing.  Our management
team believes that the principal  competitive  factors in our target markets are
product quality, reliability in meeting product delivery schedules,  flexibility
and  timeliness  in  responding  to design and schedule  changes,  pricing,  and
technological   sophistication.   To  remain   competitive,   we  must   provide
technologically  advanced  manufacturing  services,   maintain  quality  levels,
deliver  finished  products  on  a  reliable  basis,   offer  flexible  delivery
schedules, and compete effectively on price.

**Sources and Availability of Raw Materials and Principal Suppliers**

          Generally,  we purchase the raw materials  used in the  manufacture of
our products,  which consist primarily of electronic components and parts. These
components  and parts are  readily  available  from a number of  sources  in the
United States and abroad.  From time to time,  some  components we use have been
subject to  shortages,  and  suppliers  have been forced to  allocate  available
quantities among their customers.  We actively manage our business in a way that
minimizes  our  exposure to these  potential  shortages,  but we may  experience
component  shortages that could cause us to delay shipments to customers,  which
could result in lower net sales and operating results.

**Dependence on One or a Few Major Customers**

          Sales to our largest three customers  accounted for 46% of total sales
in fiscal  2003 with no single  customer  exceeding  20%. A loss of any of these
customers would have a substantial impact on our business.  In order to minimize
the impact the loss of any one  customer  might  have on our  business,  we have
continued  to expand and  diversify  our  customer  base.  We are  focusing  our
increased

                                     Page 4

sales  efforts on new market  segments  and  increasing  our market  penetration
across  all  geographic  areas  in  the  United  States,   Canada  and  selected
international markets.

**Intellectual Property**

          The "Elecsys"  name is subject to common law trademark  protection and
the  "Crystaloid"  name is a  registered  trademark.  We do not  own  any  other
material patents, registered trademarks or copyrights. Our material intellectual
property consists of drawings,  plans, software,  specifications and engineering
and  manufacturing  knowledge  that DCI  maintains as  confidential  proprietary
information.  In addition,  we depend on recruiting,  training and retaining our
employees,  who are required to have  sufficient  knowledge to operate  advanced
equipment and to conduct sensitive and complicated  manufacturing operations. We
have non-competition and non-disclosure  agreements in place with key members of
the management team.

**Governmental Regulations**

          Our  operations  are  subject  to  certain  federal,  state  and local
regulations concerning the environment,  waste management, and health and safety
matters.   We  believe  that  we  operate  in  compliance  with  all  applicable
requirements  and do not  anticipate  any material  expenditure  in  maintaining
compliance.  New,  modified,  or  more  stringent  requirements  or  enforcement
policies could be adopted in the future which could result in material costs and
liabilities that could adversely affect our business.

          We  periodically  generate and  temporarily  handle limited amounts of
materials that are considered  hazardous  waste under  applicable law. We engage
independent contractors for the off-site disposal of these materials.

**Research and Development**

          We design and  manufacture  custom  products  and  assemblies  for OEM
customers  on a  contract  basis and thus are not  engaged  in any  independent,
self-funded research and development programs.  Our process engineering group is
continuously  developing and refining improved manufacturing  processes in order
to enhance the performance of the Company.

**Total Number of Employees**

          At April 30, 2003, we had a total of 114 full time  employees,  all of
whom were  employees of DCI. None of our employees  are  represented  by a labor
organization  or subject to a collective  bargaining  agreement.  Our management
team believes that our relationship with our employees is good.

Item 2.    DESCRIPTION OF PROPERTY
           -----------------------

          We conduct  operations  from the DCI  facility,  a 33,000  square foot
building on four acres located at 15301 West 109th Street,  Lenexa,  Kansas.  We
have a leasehold  interest in this  property  subject to City of Lenexa,  Kansas
Variable Rate Demand Industrial  Development  Revenue Bonds (DCI Project) Series
1998. The face amount of the Bonds  outstanding at April 30, 2003 was $1,570,000
and is due in annual payments ranging from $100,000 to $200,000 through 2017. We
use  approximately  25,000 square feet for  manufacturing  operations  while the
remaining  8,000  square  feet  is  used  for  engineering,

                                     Page 5

administration and marketing. Our Lenexa facility is in good working order. Upon
repayment of the Bonds in whole, we will hold title to the Lenexa facility.

          We lease an  additional  10,000  square  feet of  building  space in a
nearby industrial complex that is used for light manufacturing and storage. This
lease expires on December 31, 2003.

Item 3.   LEGAL PROCEEDINGS
          -----------------

          From  time to  time,  we are a party  to  routine  litigation  that is
incidental  to the  business.  We believe that none of these actions will have a
material  effect on the  Company.  The  Company is not aware of any  proceedings
pending or contemplated by a governmental authority.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------

         We did not submit any matter to a vote of security holders, through a
solicitation of proxies or otherwise, during the fourth quarter of our fiscal
year ended April 30, 2003.

                                     Page 6

                                     Part II
                                     -------

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           -------------------------------------------------
           STOCKHOLDER MATTERS
           -------------------

**Stock Trading**

The  Company's  common  stock trades on the American  Stock  Exchange  under the
symbol "ASY".

**Common Stock Price Range and Dividend Information**

The  prices in the table  below  represent  the high and low  sales  prices  for
Elecsys  common  stock as reported by the  American  Stock  Exchange for the two
preceding  fiscal years.  No cash dividends have been declared during such time.
As of April 30, 2003, the Company had approximately 175 stockholders of record.

   **Fiscal Year 2003**                     High                   Low
                                 --------------------------------------------
   First Quarter                       $ 0.84                $ 0.55
   Second Quarter                        0.92                  0.62
   Third Quarter                         1.65                  0.85
   Fourth Quarter                        1.60                  1.01
   For the Year                        $ 1.65                $ 0.55

   **Fiscal Year 2002**                     High                   Low
                                 --------------------------------------------
   First Quarter                       $ 2.10                $ 1.16
   Second Quarter                        2.00                  0.90
   Third Quarter                         1.05                  0.50
   Fourth Quarter                        0.84                  0.51
   For the Year                        $ 2.10                $ 0.50

Item 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           ---------------------------------------------------------------
           RESULTS OF OPERATIONS
           ---------------------

**Overview**

Elecsys  Corporation  ("Elecsys,"  the  "Company," or "We"),  through its wholly
owned  subsidiary DCI, Inc.  ("DCI") is a leading  designer,  manufacturer,  and
integrator  of custom  electronic  interface  solutions  for original  equipment
manufacturers  ("OEMs")  in the  medical,  aerospace,  industrial  and  consumer
product  industries.  These  interface  solutions are used by human operators to
view,  extract or exchange  information  with  electronic or  electro-mechanical
equipment. Through our unique capabilities to design and efficiently manufacture
custom electronic assemblies which integrate a variety of interface technologies
such as custom liquid  crystal  displays,  light emitting  diode  displays,  and
keypads

                                     Page 7

with circuit  boards and other  electronic  components,  the Company  becomes an
extension of the OEMs'  organization  by providing  key  expertise  that enables
rapid development and manufacture of electronic products from product conception
through volume  production.  We offer a single source solution for our customers
custom  electronic  interface  requirements  at a lower overall total cost.  Our
sales are made primarily to customers within the United States, but also include
Canada and a few international markets.

          From 1991 through September 2001, the Company  designed,  manufactured
and sold aircraft navigational aids (the "Navaids Business").  In February 2000,
the Company acquired DCI. In September 2001, we exited the Navaids Business when
we sold substantially all of the assets and operations,  and transferred certain
liabilities of the Navaids  Business,  to a European  joint venture.  We are now
focused solely on growing the sales and profits of DCI.

          On  December  31,  2002,   DCI  completed  the  purchase  of  accounts
receivable,  inventory,  certain  property  and  equipment,  and  other  assets,
including a customer list, from  Crystaloid  Technologies  Inc.  ("Crystaloid"),
which had closed its production facility on December 20, 2002.  Crystaloid was a
pioneer in the development of LCD  technology,  a major supplier to the avionics
industry,  and a significant  competitor in the LCD business.  The consideration
for the assets purchased totaled approximately  $1,294,000,  which was funded by
the Company's line of credit and cash on hand.

**Results of Operations**

          The  following  table sets forth for the  periods  presented,  certain
statement of operations data (in thousands) of the Company:

                                                  Years Ended
                              --------------------------------------------------
                                   April 30, 2003              April 30, 2002

Sales                          $11,291       100.0%       $7,887         100.0%
Cost of products sold            7,670        67.9%        6,187          78.5%
                              -------------------------------------------------
Gross margin                     3,621        32.1%        1,700          21.5%
Selling, general and
  administrative expenses        2,845        25.2%        3,101          39.3%
Asset acquisition related
  expenses                         381         3.4%           --            --
                              --------------------------------------------------
Total operating expenses         3,226        28.6%        3,101          39.3%
                              --------------------------------------------------
Operating income (loss)            395         3.5%      (1,401)        (17.8%)
Interest expense                 (187)       (1.7%)        (334)         (4.2%)
Other income, net                    6         0.1%          208           2.7%
                              --------------------------------------------------
Income (loss) from
  continuing operations
  before cumulative effect
  of accounting change             214         1.9%      (1,527)        (19.4%)

                                     Page 8

Gain on sale of
  discontinued operations           --           --          155           2.0%
Loss from discontinued
  operations                        --           --        (497)          (6.3%)
                              --------------------------------------------------
Income (loss) before
  cumulative effect of
  accounting change                214         1.9%      (1,869)         (23.7%)
Cumulative effect of
  accounting change            (1,618)       (14.3%)          --            --
                              --------------------------------------------------
Net loss                      $(1,404)       (12.4%)    $(1,869)         (23.7%)
                              ==================================================

          Sales for the year ended April 30, 2003 were $11,291,000,  an increase
of $3,404,000 or 43.2% from  $7,887,000 in fiscal 2002.  Sales  increased due to
strong  existing  and new customer  orders in the  electronic  assembly,  hybrid
electronics,  and LCD resale product lines.  Revenue from the former  Crystaloid
customers  also  contributed to our sales growth in the fourth quarter of fiscal
2003.  However,  due to the  effects  of the  economic  climate  on our  current
customers,  delays  associated with becoming a qualified  supplier to the former
Crystaloid  customers,  and the desire of some of those  customers to identify a
second  source,  we  expect  lower  sales in the first  half of  fiscal  2004 as
compared to the first half of fiscal 2003. We are aggressively  pursuing several
new  customer  opportunities   (including  providing  electronic   manufacturing
services to the former  Crystaloid  customers) as a result of our  investment in
our expanded  direct and indirect  sales force,  which we believe will result in
increased sales volumes in the second half of fiscal 2004.

          Gross margin can  fluctuate  from period to period due to a variety of
factors  including,  but not limited to,  sales  volume,  product mix, and plant
efficiency.  Gross  margin  for the year  ended  April 30,  2003 was  32.1%,  or
$3,621,000, compared to 21.5%, or $1,700,000, for the year ended April 30, 2002.
The  $1,921,000,  or 113%,  improvement in gross margin was the result of higher
sales  volumes  from  our  higher  margin  electronic  assembly  and LCD  resale
customers  and  improved  efficiencies  due to process  improvements.  We do not
expect  that  the  gross  margins  achieved  in  the  current  fiscal  year  are
sustainable  over the long term as we pursue larger volume  customers and as our
product mix varies over time.

          Operating expenses, which includes selling, general and administrative
expenses  ("SG&A")  as well as  asset  acquisition  related  expenses  increased
$125,000,  or 4.0%, to $3,226,000,  or 28.6% of sales for the period ended April
30, 2003,  from  $3,101,000,  or 39.3% of sales,  for the period ended April 30,
2002. The primary factor in the increase in the operating  expenses was $381,000
of asset acquisition related expenses associated with the Crystaloid transaction
for accounting services, legal, travel, and other integration and start-up costs
that were incurred  since the  announcement  of the  Crystaloid  transaction  in
October 2002. We have completed the  integration  of the Crystaloid  assets into
our  facility  and  operations  and do not expect the  integration  and start-up
expenses to continue into fiscal 2004.

          SG&A expenses (excluding asset acquisition related expenses) decreased
$256,000 or 8.3%, to $2,845,000 for the year ended April 30, 2003 as compared to
$3,101,000  for the year ended April 30,

                                     Page 9

2002. The decrease in the SG&A expenses (not including asset acquisition related
expenses) was due to the $375,000  restructuring charge that was incurred during
the fiscal year 2002 and a reduction in goodwill amortization of $114,000 due to
the adoption in May 2002 of Statement of Financial Accounting Standards ("SFAS")
No. 142, *Goodwill and Other Intangible  Assets*.  This standard  requires,  among
other things, that goodwill no longer be amortized.  These decreases were offset
by the costs  associated  with the increase in SG&A  personnel  during the year,
which was necessary to pursue and manage the increased volume of business.  As a
result,  we anticipate our recurring SG&A expenses to increase  slightly for the
foreseeable future.

          Interest expense decreased from $334,000 in fiscal 2002 to $187,000 in
fiscal 2003. This was due to lower weighted average  borrowings  outstanding and
lower interest rates.

          Other  income  decreased  to $6,000 for the year ended April 30, 2003,
which was the result of interest  income earned during the period.  For the year
ended April 30, 2002,  other income totaled  $208,000 and was due primarily to a
settlement  of a lawsuit and, to a lesser  extent,  the  interest  earned on the
excess  cash  balances  resulting  from the  proceeds of the sale of the Navaids
Business.

          We recorded no operating income or loss from  discontinued  operations
for  the  year  ended  April  30,  2003  compared  to the  operating  loss  from
discontinued  operations of $497,000 for the year ended April 30, 2002. The gain
on sale of discontinued operations of $155,000 for the year ended April 30, 2002
resulted from our sale of substantially  all of the assets and operations of the
Navaids Business in September 2001.

          Effective May 1, 2002, we adopted SFAS No. 142, which requires,  among
other things,  the discontinuance of amortization of goodwill and the evaluation
of goodwill for potential  impairment.  As a result of the tests  required under
SFAS No.  142,  we incurred  an  impairment  loss of 100% of  recorded  goodwill
related to the  acquisition  of DCI in  February  2000.  We hired a third  party
independent  firm to  conduct  the  valuation  analysis.  The  independent  firm
provided a valuation  opinion  based on  historical  quoted market prices of our
common stock, comparison of market value of comparable businesses,  and a market
value  calculated from discounted cash flows.  The effect of the impairment loss
was  approximately  $1,618,000,  which is presented  as a  cumulative  effect of
accounting change for the period.

          No income tax  provision  or benefit was  recorded  for fiscal 2003 or
2002,  primarily due to net operating loss carry forwards  available  which have
been fully reserved due to the uncertainty of their utilization.

          Primarily  as a result of the above  factors,  the net loss for fiscal
2003 was  $1,404,000,  or $0.49 per diluted share,  as compared to a net loss of
$1,869,000, or $0.68 per diluted share, in fiscal 2002. Also, due to the factors
cited  above,  we expect to incur a small net loss for the first  half of fiscal
2004, which we anticipate will be more than offset by a net profit in the second
half of fiscal 2004.

**Liquidity and Capital Resources**

          Cash and cash  equivalents  decreased  $71,000 to $707,000 as of April
30, 2003  compared to $778,000 as of April 30,  2002.  This  decrease was mainly
attributable to the cash used in investing  activities to purchase the assets of
Crystaloid, offset by cash provided by operating activities.

                                    Page 10

          We  provided  cash  from  operations  of  $1,508,000  and used cash of
$1,351,000 for the fiscal years ended April 30, 2003 and 2002, respectively. The
cash flow provided by operating  activities was primarily due to the income from
continuing  operations  before the effect of the cumulative effect of accounting
change of $214,000.  Decreases in accounts receivable of $493,000 resulting from
the collections of DCI and the purchased Crystaloid receivables,  and reductions
in inventory of $174,000 due to efficient  inventory  management during a period
of increasing sales also contributed to the cash provided by operations in 2003.
Depreciation and amortization totaled $373,000 for the year ended April 30, 2003
compared  to $427,000  for the year ended  April 30,  2002.  The  difference  in
depreciation  and amortization was primarily due to the adoption of SFAS No. 142
on May 1, 2002 which  resulted in the  discontinued  amortization  of  goodwill.
Additionally,  for fiscal 2002, the cash used by discontinued operations totaled
$624,000 while the gain on the sale of discontinued operations provided $155,000
to operating activities.

          Net cash used in investing  activities totaled $1,581,000 for the year
ended April 30, 2003  compared to the cash  provided by investing  activities of
$7,598,000  during fiscal 2002. The use of cash in fiscal 2003 primarily results
from the  purchase  of the  Crystaloid  assets for  $1,294,000,  which  included
accounts  receivable,   inventory,   fixed  assets  and  intellectual  property.
Purchases of property and equipment totaled $287,000 for the current fiscal year
compared to $438,000 in the prior fiscal year.  Also,  in the prior fiscal year,
the proceeds from the sale of the Navaids Business of $8,036,000,  provided cash
from investing activities.

          Net cash provided by (used in) financing activities totaled $2,000 and
$(5,495,000)  for the years ended April 30,  2003 and 2002,  respectively.  Cash
provided by financing  activities in fiscal 2003 was the result of proceeds from
the exercise of stock options.  For the year ended April 30, 2002,  cash used in
financing  activities  was the result of principal  payments on long-term  debt,
repayments  on borrowings on a note payable to a bank with the proceeds from the
sale of the Navaids Business, and a change in restricted cash.

          The Company has a $2,000,000  revolving line of credit  facility which
is  available  for working  capital.  It is secured by accounts  receivable  and
inventory and expires on December 31, 2003. The line of credit accrues  interest
at a variable rate, revised daily, equal to the New York Prime Rate as published
by the Wall  Street  Journal  plus 1.5% (5.75% at April 30,  2003) and  contains
certain financial  covenants  pertaining to the maintenance of debt to net worth
and minimum net worth  ratios.  We utilized  $1,000,000 of the line of credit on
December 31, 2002 to purchase the Crystaloid assets. As of April 30, 2003, there
was no remaining outstanding balance on the line of credit.

          The  Company  has a  letter  of  credit  with  a bank  related  to the
Industrial Revenue Bonds for its Lenexa, Kansas facility which expires April 15,
2004.

          Although  there can be no  assurances,  we believe that existing cash,
the cash expected to be generated from the operations of DCI, amounts  available
under our line of credit,  and  amounts  available  from trade  credit,  will be
sufficient to finance our currently  anticipated  working  capital needs and our
capital expenditures.

                                    Page 11

**Critical Accounting Policies**

          The preparation of financial  statements in conformity with accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and related  disclosure of contingent  assets and liabilities at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses during the reporting  period.  We cannot assure you that actual results
will not  differ  from  those  estimates.  We  believe  the  following  critical
accounting policies affect our more significant  judgments and estimates used in
the preparation of our consolidated financial statements.

          *Inventory  Valuation.*  Our inventories are stated at the lower of cost
using the first-in,  first-out  (FIFO)  method or market value.  Our industry is
characterized by rapid technological change, short-term customer commitments and
rapid  changes  in  demand,  as well as  other  market  considerations.  We make
provisions  for  estimated  excess and obsolete  inventory  based on our regular
reviews of  inventory  quantities  on hand and the latest  forecasts  of product
demand  and  production  requirements  from  our  customers.  If  actual  market
conditions  or our  customers'  product  demands are less  favorable  than those
projected, additional inventory write-downs may be required.

          *Allowance for Doubtful Accounts.* We perform ongoing credit evaluations
of our customers'  financial condition and make provisions for doubtful accounts
based  on  the  outcome  of  our  credit  evaluations.   We  also  evaluate  the
collectibility   of  our  accounts   receivable   based  on  specific   customer
circumstances,  current  economic trends,  historical  experience and the age of
past due  receivables.  Unanticipated  changes in our  customers'  liquidity  or
financial  position,  which  results in an  impairment  of their ability to make
payments, may require additional provisions for doubtful accounts.

**Selected Quarterly Financial Data (Unaudited)**

          The  following   table  sets  forth   selected   unaudited   financial
information  for the  Company  for the four  fiscal  quarters of the years ended
April 30, 2003 and 2002.  This  unaudited  information  has been prepared on the
same basis as the annual financial statements contained elsewhere herein, and in
the opinion of the Company,  reflects all  adjustments  for a fair  presentation
thereof.  The following table is qualified by reference to and should be read in
conjunction with the consolidated  financial  statements,  related notes thereto
and other financial data included elsewhere herein.

                                                          Three Months Ended
                                   July 31, 2002   October 31, 2002   January 31, 2003   April 30, 2003
                                   -------------   ----------------   ----------------   --------------
                                                             (In thousands)
Sales                                     $2,844             $2,776             $2,553           $3,118
Gross margin                                 871                986                723            1,041
Operating income (loss)                      128                256              (155)              166

                                    Page 12

Income (loss) from
    continuing operations
    before cumulative
    effect of accounting
    change                                    91                218             (192)               97
Cumulative effect of
    accounting change                    (1,618)                 --                --               --
Net income (loss)                       $(1,527)              $ 218            $(192)             $ 97
Net cash provided by (used
    in) operating activities of
    continuing operations                 $ (29)              $ 488             $ 454            $ 595

                                                          Three Months Ended
                                   July 31, 2001   October 31, 2001   January 31, 2002   April 30, 2002
                                   -------------   ----------------   ----------------   --------------
                                                            (In thousands)
Sales                                     $1,658             $2,003             $1,836           $2,390
Gross margin                                 536                296                272              596
Operating income (loss)                    (142)              (928)              (395)               64
Income (loss) from
    continuing operations                  (255)            (1,030)              (446)              204
Net income (loss)                         $(285)           $(1,613)             $   --            $  29
Net cash provided by (used
    in) operating activities of
    continuing operations                 $(543)             $(333)            $ (174)            $ 168

**New Accounting Pronouncements**

                                    Page 13

          In October  2001,  the FASB issued SFAS No.  144,  *Accounting  for the
Impairment or Disposal of Long-Lived Assets.* SFAS No. 144 modifies the financial
accounting and reporting for long-lived  assets to be disposed of by sale and it
broadens the  presentation of  discontinued  operations to include more disposal
transactions.  The Company's adoption of this standard as of May 1, 2002 did not
have  a  material  effect  on  the  Company's  financial  position,  results  of
operations or cash flows.

          In June 2002,  the FASB  issued  SFAS No.  146,  *Accounting  for Costs
Associated  With Exit or Disposal  Activities.*  SFAS No. 146 modifies the timing
and measurement of the recognition of costs  associated with an exit or disposal
activity.  The statement is effective for exit or disposal activities  initiated
after December 31, 2002.  The Company does not anticipate  that adoption of this
statement  will have a material  impact on its  financial  position,  results of
operations or cash flows.

          In  December  2002,  the FASB  issued  SFAS No.  148,  *Accounting  for
Stock-Based  Compensation -- Transition and Disclosure.*  This statement provides
alternative methods of transition for a voluntary change to the fair value based
method of acounting for stock-based  compensation.  In addition,  this statement
amends the disclosure requirements of SFAS No. 123 to require more prominent and
frequent   disclosures  in  the  financial   statements  about  the  effects  of
stock-based  compensation.  The expanded annual disclosure  requirements and the
transition  provisions are effective for the Company's fiscal year 2003. The new
interim period  disclosures  were adopted by the Company  beginning in its third
quarter of fiscal 2003.

**Forward Looking Statements**

          This annual report on Form 10-KSB contains forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,  including,  but
not limited to, our statements on strategy, operating forecasts, and our working
capital  requirements  and  availability.  In addition,  from time to time,  the
Company or its representatives have made or may make forward-looking statements,
orally or in writing.  Such  forward-looking  statements may be included in, but
are not limited to, various  filings made by the Company with the Securities and
Exchange  Commission,  press  releases  or oral  statements  made by or with the
approval of an  authorized  executive  officer of the  Company.  Forward-looking
statements  consist of any statement  other than a recitation of historical fact
and can be identified by the use of  forward-looking  terminology such as "may,"
"expect,"  "anticipate,"  "estimate,"  or "continue" or the negative  thereof or
other variations thereon or comparable terminology.  Actual results could differ
materially from those projected or suggested in any  forward-looking  statements
as a result of a wide  variety of factors  and  conditions,  including,  but not
limited  to,  the  factors  summarized  below  and the  factors  and  conditions
described  in the  discussion  of "Results of  Operations"  and  "Liquidity  and
Capital  Resources"  as contained  in  Management's  Discussion  and Analysis of
Financial  Condition and Results of Operations of this annual report, as well as
those  included in other  documents the Company files from time to time with the
Securities and Exchange Commission, including the Company's quarterly reports on
Form 10-QSB and current reports on Form 8-K. Holders of the Company's securities
are  specifically  referred  to these  documents  with regard to the factors and
conditions  that may affect  future  results.  The reader is cautioned  that the
Company  does  not  have  a  policy  of  updating  or  revising  forward-looking
statements  and thus he or she should not assume that silence by  management  of
the Company  over time means that actual  events are bearing out as estimated in
such forward-looking statements.

                                    Page 14

Item 7.   FINANCIAL STATEMENTS
          --------------------

          The  information  required  for  Item  310(a)  of  Regulation  S-B and
provided  on pages F-1  through  F-18 of this  filing on Form  10-KSB are hereby
incorporated by reference herein.

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          -----------------------------------------------------------
          AND FINANCIAL DISCLOSURE
          ------------------------

          We engaged Ernst & Young LLP to audit our financial statements for the
fiscal year ended April 30, 2003. We have no disagreements  with our independent
accountants through the date of this filing.

                                    Part III
                                    --------

Item 9.   DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          ----------------------------------------------------------------
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
          -------------------------------------------------

          Incorporated  by  reference  to our  Proxy  Statement  for our  Annual
Meeting of Stockholders to be filed with the Securities and Exchange  Commission
within 120 days after the close of the year ended April 30, 2003.

Item 10.  EXECUTIVE COMPENSATION
          ----------------------

          Incorporated  by  reference  to our  Proxy  Statement  for our  Annual
Meeting of Stockholders to be filed with the Securities and Exchange  Commission
within 120 days after the close of the year ended April 30, 2003.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          ---------------------------------------------------
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS
          ------------------------------------------

          Incorporated  by  reference  to our  Proxy  Statement  for our  Annual
Meeting of Stockholders to be filed with the Securities and Exchange  Commission
within 120 days after the close of the year ended April 30, 2003.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

          Incorporated  by  reference  to our  Proxy  Statement  for our  Annual
Meeting of Stockholders to be filed with the Securities and Exchange  Commission
within 120 days after the close of the year ended April 30, 2003.

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K:
          ---------------------------------

(a)  Exhibits:  The following  exhibits have been previously  filed or are being
     filed herewith,  and are numbered in accordance with Item 601 of Regulation
     S-B:

NUMBER         DESCRIPTION
------         -----------
3.1            ARTICLES OF INCORPORATION

               (a)  The amended  Articles of  Incorporation of the Company dated

                                    Page 15

                    September  14, 1994,  attached as Exhibit 3.1 pages 19-55 of
                    the  Company's  Form  10-KSB,  filed July 31,  1995 with the
                    Securities and Exchange Commission is incorporated herein by
                    reference.

               (b)  An amendment to the Articles of Incorporation of the Company
                    dated  November  1, 2000,  attached  as  Exhibit  4.2 of the
                    Company's  Form S-8, filed June 19, 2000 with the Securities
                    and  Exchange   Commission,   is   incorporated   herein  by
                    reference.

 3.2           BY-LAWS

               The  Restated  By-Laws  of the  Company  dated  October  1, 1993,
               attached as Exhibit 3.2, of the Company's Registration Statement,
               Form  SB-2,  filed  November  29,  1993 with the  Securities  and
               Exchange Commission, are incorporated herein by reference.

 4             INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

               A specimen stock  certificate  representing  shares of the common
               stock,  par value $.01 per share,  attached as Exhibit 4.1 of the
               Company's Registration  Statement,  Form SB-2, filed November 29,
               1993 with the Securities and Exchange Commission, is incorporated
               herein by reference.

10             MATERIAL CONTRACTS

               (a)  Restated  1991 Stock Option Plan attached as Exhibit 10.5 of
                    the  Company's  Registration  Statement,  Form  SB-2,  filed
                    November   29,  1993  with  the   Securities   and  Exchange
                    Commission, is incorporated herein by reference.

               (b)  Amendment of the Company's  Restated 1991 Stock Option Plan,
                    increasing  the number of shares of Common Stock  subject to
                    option thereunder from 375,000 shares to 475,000 approved by
                    the  shareholders  at the annual  stockholders  meeting held
                    September  15,  1998,  attached  as  Exhibit  10(cc)  of the
                    Company's   Form  10-KSB   filed  July  29,  1999  with  the
                    Securities and Exchange  Commission,  is incorporated herein
                    by reference.

               (c)  Form of Stock  Option  Agreement  for  Restated  1991  Stock
                    Option Plan, attached as Exhibit 10(c) of the Company's Form
                    10-KSB filed July 29, 2002 with the  Securities and Exchange
                    Commission, is incorporated herein by reference.

               (d)  Form of  Non-Employee  Director  Stock Option  Agreement for
                    Restated 1991 Stock Option Plan attached as Exhibit 10(d) of
                    the  Company's  Form  10-KSB  filed  July 29,  2002 with the
                    Securities and Exchange  Commission,  is incorporated herein
                    by reference.

               (e)  Employment  Agreement dated December 6, 1999, by and between
                    the Company and Karl Gemperli  attached as Exhibit 10(cc) of
                    the  Company's  Form 10-KSB,  filed July 28, 2000,  with the
                    Securities and Exchange Commission is incorporated herein by
                    reference.

               (f)  Supplemental  Agreement dated February 28, 2001, between the
                    Company and Karl Gemperli, attached as Exhibit 10(mm) of the
                    Company's  Form  10-QSB,  filed  March  19,  2001,  with the
                    Securities and Exchange  Commission,  is incorporated herein
                    by reference.

                                    Page 16

               (g)  Commercial  Loan  Agreement  dated July 18, 2002 between the
                    Company  and  Gold  Bank  attached  as  Exhibit  10.1 of the
                    Company's  Form 10-QSB,  filed  September  13, 2002 with the
                    Securities and Exchange  Commission,  is incorporated herein
                    by reference.

               (h)  Investment Agreement, dated February 7, 2000, by and between
                    KCEP  Ventures II, L.P. and Airport  Systems  International,
                    Inc.,  attached as Exhibit  10.3 to the  Company's  Form 8-K
                    filed  February 15, 2000,  with the  Securities and Exchange
                    Commission, is incorporated hereby by reference.

               (i)  Loan and Security Agreement,  dated February 7, 2000, by and
                    among Airport  Systems  International,  Inc.,  DCI, Inc. and
                    Bank of  America,  N.A.,  attached  as  Exhibit  10.4 to the
                    Company's  Form  8-K  filed  February  15,  2000,  with  the
                    Securities and Exchange  Commission,  is incorporated hereby
                    by reference.

               (j)  Registration  Rights  Agreement,  dated February 7, 2000, by
                    and among  Airport  Systems  International,  Inc.,  Chris I.
                    Hammond,  Larry C. Klusman and William D. Cook,  attached as
                    Exhibit 10.5 to the  Company's  Form 8-K filed  February 15,
                    2000,  with  the  Securities  and  Exchange  Commission,  is
                    incorporated hereby by reference.

               (k)  Investor's Rights Agreement,  dated February 7, 2000, by and
                    among Airport Systems International,  Inc. and KCEP Ventures
                    II, L.P., attached as Exhibit 10.6 to the Company's Form 8-K
                    filed  February 15, 2000,  with the  Securities and Exchange
                    Commission, is incorporated hereby by reference.

               (l)  10%  Convertible  Subordinated  Debenture,  due  February 7,
                    2005,  dated  February 7, 2000,  attached as Exhibit 10.7 to
                    the  Company's  Form 8-K filed  February 15, 2000,  with the
                    Securities and Exchange  Commission,  is incorporated hereby
                    by reference.

               (m)  Warrant,  attached as Exhibit 10.8 to the Company's Form 8-K
                    filed  February 15, 2000,  with the  Securities and Exchange
                    Commission, is incorporated hereby by reference.

               (n)  Letter  of  Credit,  Loan  and  Security  Agreement,   dated
                    February   7,   2000,   by   and   among   Airport   Systems
                    International,  Inc.,  DCI, Inc. and Bank of America,  N.A.,
                    attached  as Exhibit  10.9 to the  Company's  Form 8-K filed
                    February  15,  2000,   with  the   Securities  and  Exchange
                    Commission, is incorporated hereby by reference.

               (o)  Letter  Agreement,  dated  September 27, 2001 by and between
                    the Company and KCEP  Ventures II, L.P.  attached as Exhibit
                    10(o) of the Company's  Form 10-KSB filed July 29, 2002 with
                    the  Securities  and Exchange  Commission,  is  incorporated
                    herein by reference.

               (p)  Asset  Purchase  Agreement  between  DCI,  Inc.,  Crystaloid
                    Technologies,  Inc.,  Jackson  Products,  Inc.  and  Elecsys
                    Corporation.

21             SUBSIDIARIES OF THE COMPANY

23             Consent of Ernst & Young LLP

99.1           Certification of President and Chief Executive Officer
               (Principal Executive Officer)

                                    Page 17

99.2           Certification  of Vice  President  and  Chief  Financial  Officer
               (Principal Financial and Accounting Officer)

(b)  REPORTS ON FORM 8-K: The following  were reports filed on Form 8-K or 8-K/A
     during the last quarter of the fiscal year:

         Date of Filing                     Items 5 and 7
         --------------                     -------------

         February 26, 2003                  Form 8-K, announcing
                                            Elecsys Corporation's third
                                            quarter results for the period
                                            ended January 31, 2003.

                                    Page 18

Item 14.  CONTROLS AND PROCEDURES
          -----------------------

     (a)  *Evaluation of disclosure controls and procedures.*  The Company's Chief
Executive Officer and Chief Financial Officer,  based on their evaluation within
90 days prior to the date of this report of the  Company's  disclosure  controls
and  procedures,  have  concluded  that the  Company's  disclosure  controls and
procedures  are adequate and  effective in ensuring  that  material  information
relating to the Company is required to be included in the Company's filings with
the SEC under the Securities Exchange Act of 1934 is made known to them.

     (b)  *Changes in internal controls.* There were no significant changes in the
Company's internal controls or in other factors that in management's  estimation
could  significantly  affect the Company's  disclosure  controls and  procedures
subsequent to the date of the evaluation,  including any corrective actions with
regards to significant deficiencies and material weaknesses.

                                    Page 19

                                   Signatures

          Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange  Act of 1934,  the  registrant  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       ELECSYS CORPORATION

Date:  July 28, 2003                            /s/ Karl B. Gemperli
                                       -----------------------------------------
                                  By:  Karl B. Gemperli
                                       President and Chief Executive Officer
                                       Principal Executive Officer

          In accordance  with the Securities  Exchange Act of 1934,  this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the date indicated:

         /s/ Karl B. Gemperli                               Date:  July 28, 2003
--------------------------------------------
Karl B. Gemperli
President and Chief Executive Officer
Principal Executive Officer

         /s/ Todd A. Daniels                                Date:  July 28, 2003
--------------------------------------------
Todd A. Daniels
Vice President and Chief Financial Officer
Principal Financial Officer and Principal Accounting Officer

         /s/ Michael J. Meyer                               Date:  July 28, 2003
--------------------------------------------
Michael J. Meyer
Chairman of the Board of Directors

         /s/ Robert D. Taylor                               Date:  July 28, 2003
--------------------------------------------
Robert D. Taylor
Director

         /s/ David J. Schulte                               Date:  July 28, 2003
--------------------------------------------
David J. Schulte
Director

                                    Page 20

**CERTIFICATIONS**

  I, Karl B. Gemperli, certify that:

1)   I have reviewed this annual report on Form 10-KSB of Elecsys Corporation;
2)   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;
3)   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;
4)   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and
     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;
5)   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):
     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and
6)   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  July 28, 2003                       /s/ Karl B. Gemperli
                                       -----------------------------------------
                                       Karl B. Gemperli
                                       President and Chief Executive Officer

                                    Page 21

**CERTIFICATIONS**

  I, Todd A. Daniels, certify that:

1)   I have reviewed this annual report on Form 10-KSB of Elecsys Corporation;
2)   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;
3)   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;
4)   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and
     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;
5)   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):
     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and
6)   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  July 28, 2003                       /s/ Todd A. Daniels
                                       -----------------------------------------
                                       Todd A. Daniels
                                       Vice President and Chief Financial Officer

                                    Page 22

**EXHIBIT INDEX**

NUMBER         DESCRIPTION
------         -----------
3.1            ARTICLES OF INCORPORATION

               (a)  The amended  Articles of  Incorporation of the Company dated
                    September  14, 1994,  attached as Exhibit 3.1 pages 19-55 of
                    the  Company's  Form  10-KSB,  filed July 31,  1995 with the
                    Securities and Exchange Commission is incorporated herein by
                    reference.

               (b)  An amendment to the Articles of Incorporation of the Company
                    dated  November  1, 2000,  attached  as  Exhibit  4.2 of the
                    Company's  Form S-8, filed June 19, 2000 with the Securities
                    and  Exchange   Commission,   is   incorporated   herein  by
                    reference.

3.2            BY-LAWS

               The  Restated  By-Laws  of the  Company  dated  October  1, 1993,
               attached as Exhibit 3.2, of the Company's Registration Statement,
               Form  SB-2,  filed  November  29,  1993 with the  Securities  and
               Exchange Commission, are incorporated herein by reference.

4              INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

               A specimen stock  certificate  representing  shares of the common
               stock,  par value $.01 per share,  attached as Exhibit 4.1 of the
               Company's Registration  Statement,  Form SB-2, filed November 29,
               1993 with the Securities and Exchange Commission, is incorporated
               herein by reference.

10             MATERIAL CONTRACTS

               (a)  Restated  1991 Stock Option Plan attached as Exhibit 10.5 of
                    the  Company's  Registration  Statement,  Form  SB-2,  filed
                    November   29,  1993  with  the   Securities   and  Exchange
                    Commission, is incorporated herein by reference.

               (b)  Amendment of the Company's  Restated 1991 Stock Option Plan,
                    increasing  the number of shares of Common Stock  subject to
                    option thereunder from 375,000 shares to 475,000 approved by
                    the  shareholders  at the annual  stockholders  meeting held
                    September  15,  1998,  attached  as  Exhibit  10(cc)  of the
                    Company's   Form  10-KSB   filed  July  29,  1999  with  the
                    Securities and Exchange  Commission,  is incorporated herein
                    by reference.

               (c)  Form of Stock  Option  Agreement  for  Restated  1991  Stock
                    Option Plan, attached as Exhibit 10(c) of the Company's Form
                    10-KSB filed July 29, 2002 with the  Securities and Exchange
                    Commission, is incorporated herein by reference.

               (d)  Form of  Non-Employee  Director  Stock Option  Agreement for
                    Restated 1991 Stock Option Plan attached as Exhibit 10(d) of
                    the  Company's  Form  10-KSB  filed  July 29,  2002 with the
                    Securities and Exchange  Commission,  is incorporated herein
                    by reference.

               (e)  Employment  Agreement dated December 6, 1999, by and between
                    the Company and Karl Gemperli  attached as Exhibit 10(cc) of
                    the  Company's  Form 10-KSB,  filed July 28, 2000,  with the
                    Securities and Exchange Commission is incorporated herein by
                    reference.

                                    Page 23

               (f)  Supplemental  Agreement dated February 28, 2001, between the
                    Company and Karl Gemperli, attached as Exhibit 10(mm) of the
                    Company's  Form  10-QSB,  filed  March  19,  2001,  with the
                    Securities and Exchange  Commission,  is incorporated herein
                    by reference.

               (g)  Commercial  Loan  Agreement  dated July 18, 2002 between the
                    Company  and  Gold  Bank  attached  as  Exhibit  10.1 of the
                    Company's  Form 10-QSB,  filed  September  13, 2002 with the
                    Securities and Exchange  Commission,  is incorporated herein
                    by reference.

               (h)  Investment Agreement, dated February 7, 2000, by and between
                    KCEP  Ventures II, L.P. and Airport  Systems  International,
                    Inc.,  attached as Exhibit  10.3 to the  Company's  Form 8-K
                    filed  February 15, 2000,  with the  Securities and Exchange
                    Commission, is incorporated hereby by reference.

               (i)  Loan and Security Agreement,  dated February 7, 2000, by and
                    among Airport  Systems  International,  Inc.,  DCI, Inc. and
                    Bank of  America,  N.A.,  attached  as  Exhibit  10.4 to the
                    Company's  Form  8-K  filed  February  15,  2000,  with  the
                    Securities and Exchange  Commission,  is incorporated hereby
                    by reference.

               (j)  Registration  Rights  Agreement,  dated February 7, 2000, by
                    and among  Airport  Systems  International,  Inc.,  Chris I.
                    Hammond,  Larry C. Klusman and William D. Cook,  attached as
                    Exhibit 10.5 to the  Company's  Form 8-K filed  February 15,
                    2000,  with  the  Securities  and  Exchange  Commission,  is
                    incorporated hereby by reference.

               (k)  Investor's Rights Agreement,  dated February 7, 2000, by and
                    among Airport Systems International,  Inc. and KCEP Ventures
                    II, L.P., attached as Exhibit 10.6 to the Company's Form 8-K
                    filed  February 15, 2000,  with the  Securities and Exchange
                    Commission, is incorporated hereby by reference.

               (l)  10%  Convertible  Subordinated  Debenture,  due  February 7,
                    2005,  dated  February 7, 2000,  attached as Exhibit 10.7 to
                    the  Company's  Form 8-K filed  February 15, 2000,  with the
                    Securities and Exchange  Commission,  is incorporated hereby
                    by reference.

               (m)  Warrant,  attached as Exhibit 10.8 to the Company's Form 8-K
                    filed  February 15, 2000,  with the  Securities and Exchange
                    Commission, is incorporated hereby by reference.

               (n)  Letter  of  Credit,  Loan  and  Security  Agreement,   dated
                    February   7,   2000,   by   and   among   Airport   Systems
                    International,  Inc.,  DCI, Inc. and Bank of America,  N.A.,
                    attached  as Exhibit  10.9 to the  Company's  Form 8-K filed
                    February  15,  2000,   with  the   Securities  and  Exchange
                    Commission, is incorporated hereby by reference.

               (o)  Letter  Agreement,  dated  September 27, 2001 by and between
                    the Company and KCEP  Ventures II, L.P.  attached as Exhibit
                    10(o) of the Company's  Form 10-KSB filed July 29, 2002 with
                    the  Securities  and Exchange  Commission,  is  incorporated
                    herein by reference.

               (p)  Loan and Security Agreement,  dated December 31, 2002 by and
                    between Elecsys Corporation, DCI, Inc. and Gold Bank.

21             SUBSIDIARIES OF THE COMPANY

                                    Page 24

23             Consent of Ernst & Young LLP

99.1           Certification of President and Chief Executive Officer
               (Principal Executive Officer)

99.2           Certification of Vice President and Chief Financial Officer
               (Principal Financial and Accounting Officer)

                                    Page 25

                           FINANCIAL STATEMENTS INDEX

Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . F-2

Consolidated Balance Sheets as of April 30, 2003 and 2002 . . . . . . . . . .F-3

Consolidated Statements of Operations
    Years Ended April 30, 2003 and 2002 . . . . . . . . . . . . . . . . . . .F-4

Consolidated Statements of Stockholders' Equity
    Years Ended April 30, 2003 and 2002 . . . . . . . . . . . . . . .. . . . F-5

Consolidated Statements of Cash Flows
    Years Ended April 30, 2003 and 2002 . . . . . . . . . . . . . . . . . . .F-6

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . F-7

All  schedules  for  which  provision  is  made  in  the  applicable  accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.

                                      F-1

**Report of Independent Auditors**

The Board of Directors and Stockholders
Elecsys Corporation and Subsidiaries

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Elecsys
Corporation  and  Subsidiaries  (the Company) as of April 30, 2003 and 2002, and
the related consolidated statements of operations, stockholders' equity and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  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 financial  statements  referred to above present fairly, in
all  material   respects,   the  consolidated   financial  position  of  Elecsys
Corporation and  Subsidiaries  at April 30, 2003 and 2002, and the  consolidated
results  of their  operations  and their  cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States.

As discussed in Note 4 to the consolidated  financial  statements,  in 2003, the
Company  changed its method of  accounting  for  goodwill  and other  intangible
assets.

Kansas City, Missouri
June 20, 2003

                                      F-2

**Elecsys Corporation and Subsidiaries
                           Consolidated Balance Sheets
                        (In thousands, except share data)**

                                                             April 30, 2003     April 30, 2002
                                                             --------------     --------------
**ASSETS**
  Current assets:
     Cash and cash equivalents                               $        707       $          778
     Accounts receivable, less allowances of $131 in 2003
      and $43 in 2002                                               1,343                1,099
     Inventories                                                    1,960                1,786
     Prepaid expenses                                                 143                   63
                                                             -------------      --------------
  Total current assets                                              4,153                3,726

  Property and equipment, at cost:
     Land                                                             637                  637
     Building and improvements                                      1,093                1,063
     Equipment                                                      2,019                1,654
                                                             -------------      --------------
                                                                    3,749                3,354
     Accumulated depreciation and amortization                      (983)                (640)
                                                             -------------      --------------
                                                                    2,766                2,714

  Other assets, net                                                    68                   72
  Cost in excess of net assets acquired                                --                1,618
                                                             ------------       --------------
Total assets                                                 $      6,987       $        8,130
                                                             ============       ==============

**LIABILITIES AND STOCKHOLDERS' EQUITY**
  Current liabilities:
     Accounts payable                                        $      1,099       $          974
     Accrued expenses                                                 541                  427
     Current portion of long-term debt                                 14                   --
                                                             ------------       --------------
  Total current liabilities                                         1,654                1,401

  Long-term debt, less current portion                              2,323                2,317

  Stockholders' equity:
     Preferred stock, $.01 par value, 5,000,000 shares
      authorized; none issued and outstanding                          --                   --
     Common stock, $.01 par value, 10,000,000 shares authorized;
      issued and outstanding -   2,791,331 and 2,786,081
      in 2003 and 2002, respectively                                   28                   28
     Additional paid-in capital                                     8,140                8,138
     Accumulated deficit                                          (5,158)              (3,754)
                                                             ------------       --------------
  Total stockholders' equity                                        3,010                4,412
                                                             ------------       --------------
Total liabilities and stockholders' equity                   $      6,987       $        8,130
                                                             ============       ==============

*See Notes to Consolidated Financial Statements.*

                                      F-3

**Elecsys Corporation and Subsidiaries
                      Consolidated Statements of Operations
                      (In thousands, except per share data)**

                                                               Years Ended April 30,
                                                             2003                2002
                                                             ----                ----
Sales                                                   $  11,291            $  7,887
Cost of products sold                                       7,670               6,187
                                                        ---------            --------
Gross margin                                                3,621               1,700

Selling, general and administrative expenses                2,845               3,101
Asset acquisition related expenses                            381                  --
                                                        ---------            --------
Total operating expense                                     3,226               3,101
                                                        ---------            --------

Operating income (loss)                                       395             (1,401)

Other income (expense):
  Interest expense                                          (187)               (334)
  Other income, net                                             6                 208
                                                        ---------            --------
Income (loss) from continuing operations
  before cumulative effect of accounting change               214             (1,527)

Gain on sale of discontinued operations                        --                 155
Loss from discontinued operations                              --               (497)
                                                        ---------            --------
Income (loss) before cumulative effect of
  accounting change                                           214             (1,869)
Cumulative effect of accounting change                    (1,618)                  --
                                                        ---------            --------
Net loss                                                $ (1,404)            $(1,869)
                                                        =========            ========

Income (loss) per share information:
  Basic:
   Continuing operations before cumulative effect of
     accounting change                                      $0.08             $(0.56)
   Discontinued operations                                     --              (0.12)
   Cumulative effect of accounting change                  (0.58)                  --
                                                        ---------            --------
 Loss per share                                           $(0.50)             $(0.68)
                                                        =========            ========
  Weighted average common shares outstanding - basic        2,791               2,751
                                                        =========            ========

  Diluted:
   Continuing operations before cumulative effect of
     accounting change                                      $0.08             $(0.56)
   Discontinued operations                                     --              (0.12)
   Cumulative effect of accounting change                  (0.57)                  --
                                                        ---------            --------
  Loss per share                                          $(0.49)             $(0.68)
                                                        =========            ========
  Weighted average common shares outstanding - diluted      2,823               2,751
                                                        =========            ========

*See Notes to Consolidated Financial Statements.*

                                      F-4

**Elecsys Corporation and Subsidiaries
                 Consolidated Statements of Stockholders' Equity
                                 (In thousands)**

                                                                  Receivable
                                                                from Officers
                                                  Additional     from Sale of                         Total
                                       Common      Paid-In          Common        Accumulated     Stockholders'
                                        Stock      Capital           Stock          Deficit           Equity
                                        -----      -------           -----          -------           ------
Balance at April 30, 2001             $    26     $   8,088         $    (19)     $   (1,885)     $       6,210
   Issuance of common stock through
     exercise of stock options              2            50                --              --                52
   Payment on notes receivable
     from officers                         --            --                19              --                19
   Net loss                                --            --                --         (1,869)           (1,869)
                                      -------     ---------         ---------     -----------     -------------
Balance at April 30, 2002                  28         8,138                --         (3,754)             4,412
   Issuance of common stock through
     exercise of stock options             --             2                --              --                 2
   Net loss                                --            --                --         (1,404)           (1,404)
                                      -------     ---------         ---------     -----------     -------------
Balance at April 30, 2003             $    28     $   8,140         $      --     $   (5,158)     $       3,010
                                      =======     =========         =========     ===========     =============

*See Notes to Consolidated Financial Statements.*

                                      F-5

**Elecsys Corporation and Subsidiaries
                      Consolidated Statements of Cash Flows
                                 (In thousands)**

                                                                            Years ended April 30,
                                                                            2003             2002
                                                                            ----             ----
**Operating Activities:**
Net loss                                                             $   (1,404)      $   (1,869)
Adjustments to reconcile net loss to net cash provided by (used in)
     operating activities:
   Loss from discontinued operations                                          --              497
   Gain on sale of discontinued operations                                    --            (155)
   Depreciation                                                              343              313
   Amortization                                                               30              114
   Provision for doubtful accounts                                            59              103
   Cumulative effect of accounting change                                  1,618               --
   Changes in operating assets and liabilities:
      Accounts receivable, net                                               493            (179)
      Inventories, net                                                       174            (130)
      Accounts payable                                                       125              412
      Accrued expenses                                                       114            (229)
      Other, net                                                            (44)              241
                                                                     -----------      -----------
Net cash provided by (used in) continuing operations                       1,508            (882)
Net cash used in discontinued operations                                      --            (469)
                                                                     -----------      -----------
Net cash provided by (used in) operating activities                        1,508          (1,351)

**Investing Activities:**
Proceeds from sale of discontinued operations                                 --            8,036
Purchases of property and equipment                                        (287)            (438)
Assets acquired from Crystaloid                                          (1,294)               --
                                                                     -----------      -----------
Net cash (used in) provided by investing activities                      (1,581)            7,598

**Financing Activities:**
Principal payments on long-term debt                                          --          (1,478)
Net repayments on note payable to bank                                        --          (5,241)
Payments on notes receivable from officers                                    --               19
Proceeds from exercise of stock options                                        2               52
Change in restricted cash                                                     --            1,153
                                                                     -----------      -----------
Net cash provided by (used in) financing activities                            2          (5,495)
                                                                     -----------      -----------
Net (decrease) increase in cash and cash equivalents                        (71)              752
Cash and cash equivalents at beginning of year                               778               26
                                                                     -----------      -----------
Cash and cash equivalents at end of year                             $       707      $       778
                                                                     ===========      ===========

**Supplemental Disclosure of Cash Flow Information:**
Cash paid during the year for interest                               $       185      $       134
                                                                     ===========      ===========

*See Notes to Consolidated Financial Statements.*

                                      F-6

**Elecsys Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements
                                 April 30, 2003****1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES***Nature of Business*
          Elecsys   Corporation  (the  "Company"),   through  its  wholly  owned
subsidiary DCI, Inc. ("DCI"), is a leading designer, manufacturer and integrator
of custom electronic  interface  solutions for original equipment  manufacturers
("OEMs") in the medical, aerospace,  industrial and consumer product industries.
These  interface  solutions  are used by human  operators  to view,  extract  or
exchange information with electronic or electro-mechanical equipment.

         The Company sold its Navaids Business in September 2001, as described
in *Note 3.**Principles of Consolidation*
          The  accompanying   consolidated   financial  statements  include  the
accounts of Elecsys Corporation (Elecsys) and its wholly owned subsidiary,  DCI.
All significant  intercompany  balances and transactions have been eliminated in
consolidation.

*Use of Estimates*
          The preparation of the consolidated financial statements in conformity
with  accounting  principles  generally  accepted in the United States  requires
management to make estimates and assumptions that affect the amounts reported in
the consolidated  financial  statements and accompanying  notes.  Actual results
could differ from those estimates.

*Cash and Cash Equivalents*
          Cash  and  cash  equivalents   include  all  cash  and  highly  liquid
investments with original maturities of three months or less.

*Concentration of Credit Risk and Financial Instruments*
          The  Company  grants  credit  to  customers  who  meet  the  Company's
pre-established  credit  requirements.  Credit  losses are  provided  for in the
Company's  consolidated  financial  statements and historically have been within
management's  expectations.  The Company had sales totaling $5.1 million, or 46%
of total sales to three  customers  in fiscal 2003 and $1.9  million,  or 25% of
total sales to two customers in fiscal 2002.

          The carrying value of the Company's financial  instruments,  including
cash and cash equivalents,  accounts receivable, accounts payable, notes payable
and long-term debt, as reported in the accompanying consolidated balance sheets,
approximates fair value.

*Revenue Recognition*
          The Company records revenue upon shipment of product to its customers.

                                      F-7

*Inventories*
          Inventories  are  stated  at the  lower of cost  determined  using the
first-in, first-out (FIFO) method or market. Inventories are summarized by major
classification as follows (in thousands):

                                                             April 30,
                                                        2003           2002
                                                        ----           ----

             Raw materials                        $    1,586    $     1,403
             Work-in-process                             374            383
                                                  ----------    -----------
                                                  $    1,960    $     1,786
                                                  ==========    ===========

*Property and Equipment*
          Depreciation  is  computed  using the  straight-line  method  over the
following estimated useful lives:

                   Description                                 Years
                   -----------                                 -----
                   Building and improvements                      30
                   Equipment                                     3-8

*Income Taxes*
          The Company  accounts for income taxes using the  liability  method in
accordance with Statement of Financial  Accounting  Standards  ("SFAS") No. 109,
*Accounting for Income Taxes.* Under the liability method, deferred tax assets and
liabilities  are recorded  based upon the  differences  between the tax bases of
assets  and  liabilities  and their  carrying  amount  for  financial  reporting
purposes,  as  measured  by the  enacted  tax rates which will be in effect when
these differences are expected to reverse.

*Cost in Excess of Net Assets Acquired*
          The cost in excess of net assets  acquired  relates to the acquisition
of DCI and  certain  net assets of KHC of Lenexa,  LLC  ("KHC") in fiscal  2000.
Effective  May 1, 2002,  the Company  adopted  SFAS No. 142,  *Goodwill and Other**Intangible Assets,*  which requires,  among other things, that goodwill no longer
be  amortized  and  that it be  tested  annually  for  impairment.  Based  on an
impairment  test  performed as of May 1, 2002, the Company  determined  that the
amount of previously  recorded  goodwill  related to the  acquisition of DCI was
impaired *(see Note 4)*.

*Advertising Costs*
          The  Company  expenses  advertising  costs  as  incurred.  Advertising
expense  charged to  operations  amounted to $75,000 and  $153,000 for the years
ended April 30, 2003 and 2002, respectively.

*Stock-Based Compensation*
          At April 30, 2003, the Company had a stock-based employee compensation
plan. The Company  accounts for the plan under the  recognition  and measurement
principles of Accounting Principles Board Opinion ("APB") No. 25, *Accounting for**Stock Issued to Employees*, and the related interpretations. Under APB No. 25, no
compensation  expense is recognized as all options granted under the plan had an
exercise price equal to the market value of the  underlying  common stock on the
date of grant.  The following  table  illustrates the effect on net loss and net
loss per share if the Company had applied the fair value  recognition  provision
of SFAS  No.  123,  *Accounting  for  Stock-Based  Compensation*,  to  stock-based
employee compensation (in thousands, except per share data).

                                      F-8

                                                          Years Ended April 30,
                                                          2003             2002
                                                          ----             ----
    Net loss, as reported                                $1,404          $1,869
    Deduct:  Total stock-based employee compensation
      expense determined under fair value based
      method for all options                               (63)            (34)
                                                         ------          ------
    Pro forma net loss                                   $1,467          $1,903
                                                         ======          ======

    Net loss per share:
             Basic - as reported                         $(0.50)         $(0.68)
             Basic - pro forma                           $(0.53)         $(0.69)

             Diluted - as reported                       $(0.49)         $(0.68)
             Diluted - pro forma                         $(0.52)         $(0.69)

The fair value of the above options was estimated at the date of grant using the
Black-Scholes option-pricing model with the following key assumptions:

                                                    2003            2002
                                                   ------          ------
        Expected years until exercise               5               5
        Risk-free interest rate                     4.25%           4.75%
        Expected stock volatility                  80.1%           68.4%
        Expected dividend yield                       0%              0%

*New Accounting Pronouncements*
          In October  2001,  the FASB issued SFAS No.  144,  *Accounting  for the**Impairment or Disposal of Long-Lived Assets*. SFAS No. 144 modifies the financial
accounting and reporting for long-lived  assets to be disposed of by sale and it
broadens the  presentation of  discontinued  operations to include more disposal
transactions.  The Company's adoption of this standard as of May 1, 2002 did not
have  a  material  effect  on  the  Company's  financial  position,  results  of
operations or cash flows.

          In June 2002,  the FASB  issued  SFAS No.  146,  *Accounting  for Costs**Associated  With Exit or Disposal  Activities*.  SFAS No. 146 modifies the timing
and measurement of the recognition of costs  associated with an exit or disposal
activity.  The statement is effective for exit or disposal activities  initiated
after December 31, 2002.  The Company does not anticipate  that adoption of this
statement  will have a material  impact on its  financial  position,  results of
operations and cash flows.

          In  December  2002,  the FASB  issued  SFAS No.  148,  *Accounting  for**Stock-Based  Compensation -- Transition and Disclosure*.  This statement provides
alternative methods of transition for a voluntary change to the fair value based
method of acounting for stock-based  compensation.  In addition,  this statement
amends the disclosure requirements of SFAS No. 123 to require more prominent and
frequent   disclosures  in  the  financial   statements  about  the  effects  of
stock-based  compensation.  The expanded annual disclosure  requirements and the
transition  provisions are effective for the Company's fiscal year 2003. The new
interim period  disclosures  were adopted by the Company  beginning in its third
quarter of fiscal 2003.

                                      F-9

**2.        ASSETS ACQUIRED**

          On  December  31,  2002,   DCI  completed  the  purchase  of  accounts
receivable,  inventory,  certain  property  and  equipment,  and  other  assets,
including a customer list, from Crystaloid  Technologies,  Inc.  ("Crystaloid"),
which had closed  its  production  facility  on  December  20,  2002.  The total
consideration for the assets purchased of approximately  $1,294,000,  was funded
by the  Company's  line of credit and  available  cash.  The purchase  price was
allocated to the acquired  assets based on their  estimated  fair market  values
consistent with the requirements of SFAS No. 141, *Business  Combinations* and No.
142, *Goodwill and Other Intangible Assets*.

          The Company  incurred  approximately  $381,000 of costs in  connection
with acquiring the Crystaloid assets, consisting primarily of accounting, legal,
travel and other  integration  and  start-up  expenses,  which  were  charged to
operations as incurred during 2003.

**3.        DISCONTINUED OPERATIONS**

          In September  2001, the Company sold  substantially  all of the assets
and operations and transferred  certain liabilities of its Navaids Business to a
European joint venture.  Proceeds received from the sale of the Navaids Business
amounted to approximately  $8.0 million of which $5.6 million was used to retire
a note  payable to the bank,  $362,000  was used to retire an  installment  note
payable  to  the  bank,  and  $68,000  was  used  to  pay  accrued  interest  on
subordinated debt. The operations of the Company's Navaids Business are included
within discontinued operations.

          The operating  results of  discontinued  operations are as follows (in
thousands):

                                                                    Year Ended
                                                                  April 30, 2002
                                                                  --------------
          Sales                                                       $ 4,551
                                                                      =======
          Loss from discontinued operations before income taxes       $ (497)
                                                                      =======
          Net loss                                                    $ (497)
                                                                      =======

          A portion of the  Company's  interest  expense has been  allocated  to
discontinued operations in accordance with EITF 87-24, *Allocation of Interest to**Discontinued  Operations*.  The total  interest  expense  that was  allocated  to
discontinued operations totaled $69,000 for the year ended April 30, 2002.

**4.        GOODWILL**

          Effective May 1, 2002, the Company adopted SFAS No. 142,  *Goodwill and**Other  Intangible  Assets*.  As required  by SFAS No. 142,  goodwill is no longer
amortized into the statement of operations  over an estimated life but rather is
tested at least annually for impairment based on specific  guidance  included in
SFAS No. 142. In  connection  with the  Company's  adoption of SFAS No. 142, the
Company  completed a valuation  of DCI.  The  valuation,  which was based on the
Company's market  capitalization as well as the discounted projected cash flows,
indicated  that  the  fair  value  of DCI was  less  than  its  carrying  value.
Accordingly,  the Company recorded a goodwill impairment charge of $1,618,000 in
the financial statements as the cumulative effect of adopting SFAS No. 142.

                                      F-10

          Results from  continuing  operations for the year ended April 30, 2002
include  goodwill  amortization  expense of  $114,000.  Had SFAS No. 142 been in
effect  during  2002,  the Company  would have  reported a loss from  continuing
operations  of  $1,413,000.  Net loss and net loss per share for the year  ended
April 30, 2002 has been adjusted to exclude the goodwill amortization expense as
follows (in thousands, except per share data):

                                                                 Year Ended
                                                               April 30, 2002
                                                               --------------
          Reported loss from continuing operations                  $ (1,527)
          Goodwill amortization                                           114
                                                               --------------
          Adjusted loss from continuing operations                    (1,413)
          Gain on sale of discontinued operations                         155
          Loss from discontinued operations                             (497)
                                                               --------------
          Adjusted net loss                                         $ (1,755)
                                                               ==============

          Basic and diluted income (loss) per share:
          Loss from continuing operations                           $  (0.56)
          Goodwill amortization                                          0.04
                                                               --------------
          Adjusted loss from continuing operations                     (0.52)
          Gain on sale of discontinued operations                        0.06
          Loss from discontinued operations                            (0.18)
                                                               --------------
          Adjusted basic and diluted loss per share                  $ (0.64)
                                                               ==============

**5.        RESTRUCTURING CHARGE**

          During 2002, the Company charged approximately  $375,000 to operations
related to a management  reorganization.  This restructuring charge was included
in selling,  general and administrative  expenses in the accompanying statements
of operations and consisted of severance  costs,  benefits and related  expenses
associated with the  elimination of two executives.  At April 30, 2003, all such
costs had been paid.

**6.        LINE OF CREDIT**

          On July 18, 2002, the Company entered into a $1,000,000 line of credit
facility,  secured by accounts receivable and inventory,  which is available for
working capital. The line of credit accrues interest at a variable rate, revised
daily,  equal to the New York Prime Rate as published in the *Wall Street Journal*
plus 1.5% (5.75% at April 30, 2003) and  contains  certain  financial  covenants
pertaining to the maintenance of debt to net worth and minimum net worth ratios.
On March 13, 2003,  the credit  facility was  increased  to  $2,000,000  and its
expiration  date was  extended  to  December  31,  2003.  There  were no amounts
borrowed under the credit facility as of April 30, 2003.

**7.        DCI SETTLEMENT AGREEMENT**

                                      F-11

          During  January  2002,  the Company  settled a dispute with the former
stockholders of DCI resulting from the Company's acquisition of DCI. Pursuant to
the terms of the  settlement,  (i) the Company  paid  previously  due but unpaid
principal  and  interest  on the notes  payable  to the former  stockholders  of
approximately  $328,000,  (ii) the Company distributed inventory,  fixed assets,
and  intellectual  property  primarily  associated with the DCI instrument panel
meter  product line in exchange  for a reduction in the notes  payable to former
stockholders of approximately  $398,000,  (iii) the former stockholders  forgave
approximately  $248,000 of principal  and interest  owed on the notes payable to
former stockholders, which was recorded as a reduction of costs in excess of net
assets acquired,  (iv) the Company issued two long term,  subordinated  notes in
exchange  for the  remaining  principal  balance of the notes  payable to former
stockholders *(see Note 8)*.

**8.        LONG-TERM DEBT**

          Long-term debt as of April 30, 2003 and 2002 consists of the following
(in thousands):

                                                              April 30, 2003  April 30, 2002
                                                              --------------  --------------

Industrial revenue bond,  variable interest rate (1.5% as of
April 30, 2003),  due in annual  principal  payments ranging
from  $100,000 to $200,000  beginning  October  2005 through
maturity in October 2017,  secured by property and equipment
and an  irrevocable  letter  of  credit in favor of the bond
Trustee up to a maximum  amount of $1,588,000  through April
15, 2004. In connection  with  the  acquisition  of DCI, the
face   amount  of  this  IRB  was  discounted  approximately
$178,000.  The  discount  totaled  $149,000  and $158,000 as
of April 30, 2003 and 2002, respectively.                            $ 1,421         $ 1,412

In January 2002, in connection with the settlement agreement
discussed  in *Note  7*,  the  Company  issued  a  convertible
long-term  subordinated  note  payable  to  the  former  DCI
stockholders,  convertible  into shares of common stock at a
conversion  price of $1.93 per common  share,  with interest
payable  quarterly  at 10%.  The note matures on February 7,
2005 and is  subordinated  to all  other  borrowings  of the
Company.                                                                 405             405

In January 2002, in connection with the settlement agreement
discussed  in  *Note  7*,  the  Company   issued  a  long-term
subordinated  note  payable to the  former DCI  stockholders
that bears interest at 5% payable  quarterly.  The principal
is payable in equal monthly installments beginning September
30, 2003 and ending February 28, 2005.                                    32              32

                                      F-12

During  2002,   the  Company   restructured   a  convertible
subordinated  debenture  in the amount of  $500,000,  with a
conversion  price of $1.93 per common  share,  and a warrant
granting the holder the right to purchase  45,635  shares of
the Company's  stock for $88,076  ($1.93 per common  share).
The subordinated  debt is convertible into 259,067 shares of
common stock at the option of the subordinated  debt holder.
The  common  stock  purchase  warrant  was valued at $50,000
using the Black-Scholes  option pricing model.  Accordingly,
the  subordinated  debenture has been  discounted by $50,000
which  resulted in an  effective  interest  rate of 13%. The
debenture  has a  stated  interest  rate  of 10%  and is due
February 7, 2005. Interest is paid on a quarterly basis.                 479             468
                                                                   ---------        --------

Total long-term debt                                                   2,337           2,317

Less current portion                                                      14              --
                                                                   ---------        --------

                                                                   $   2,323        $  2,317
                                                                   =========        ========

          The  aggregate  amount of principal to be paid on the  long-term  debt
during each of the next five years ending April 30 is as follows (in thousands):

                    Year                        Amount
                    ----                        ------
                    2004                         $ 14
                    2005                          923
                    2006                          100
                    2007                          200
                    2008                          170

          As of April 30, 2003, the Company is not subjective to any restrictive
covenants with its long-term debt.

**9.        OPERATING LEASES**

          In November 2002, the Company entered into a lease for a facility that
was to be used for storage and limited manufacturing.  The lease is a renewable,
non-cancelable operating lease that expires December 31, 2003.
          Rent expense under all operating leases was approximately  $31,000 and
$44,000 for the years ended April 30, 2003 and 2002, respectively.  Total future
minimum lease payments due under the operating lease amount to $47,000 in 2004.

**10.       NET LOSS PER SHARE**

                                      F-13

          The following  table  presents the  calculation  of basic and dilutive
loss per share (in thousands):

                                                                Years Ended April 30,
                                                                2003             2002
                                                                ----             ----
    Numerator:
    Income (loss) from continuing operations before
      cumulative effect of accounting change                    $  214        $(1,527)
          Gain on sale of discontinued operations                   --             155
          Discontinued operations                                   --           (497)
          Cumulative effect of accounting change               (1,618)              --
                                                            ----------    ------------
    Net loss                                                  $(1,404)        $(1,869)
                                                            ==========    ============

    Denominator:
    Weighted average common shares outstanding - basic           2,791           2,751
    Effect of dilutive options outstanding                          32              --
                                                            ----------    ------------
    Weighted average common shares outstanding - dilutive        2,823           2,751
                                                            ==========    ============

          Options to  purchase  147,750  shares of common  stock as of April 30,
2003 were  antidilutive  and therefore  were not included in the  computation of
diluted earnings per share.

**11.       STOCK OPTIONS AND WARRANTS**

          The Company has reserved  675,000  shares of common stock for issuance
to employees and consultants of the Company pursuant to the Company's 1991 stock
option plan (the  "Plan").  According to the terms of the Plan,  both  incentive
stock options and  non-qualified  stock options to purchase  common stock of the
Company may be granted to key employees of and  consultants  to the Company,  at
the  discretion  of the Board of Directors.  Incentive  stock options may not be
granted  at  prices  which are less  than the fair  market  value on the date of
grant.  Non-qualified options may be granted at prices determined appropriate by
the  Board  of  Directors  of  the  Company.  Generally,  these  options  become
exercisable  and vest over one to five years and  expire  within 10 years of the
date of grant.  At April 30,  2003 and 2002,  options to  purchase  128,090  and
71,000  shares,  respectively,  were vested and  exercisable.  Information  with
respect to options granted under the Plan is as follows:

                                                Shares             Price
         -----------------------------------------------------------------------
         Outstanding at April 30, 2001          326,750        $0.34 - $6.00
            Granted                             147,750             0.81
            Exercised                         (150,500)             0.34
            Canceled                           (82,250)         2.00 - 6.00
                                               --------
         Outstanding at April 30, 2002          241,750         0.34 - 6.00
            Granted                              76,000         1.25 - 1.30
            Exercised                           (5,250)             0.34
            Canceled                           (13,250)         0.81 - 6.00
                                               --------
         Outstanding at April 30, 2003          299,250        $0.81 - $3.25
                                               ========

          The  following  table  summarizes   information  about  stock  options
outstanding at April 30, 2003:

                                      F-14

-----------------------------------------------------------------------------    -----------------------------------
       Options Outstanding                                                                 Options Exercisable
------------------ ----------------------------------------------------------    -----------------------------------
                                          Weighted Average
                           Number            Remaining                                 Number       Weighted Average
 Range of Exercise     Outstanding at     Contractual Life   Weighted Average      Exercisable at    Exercise Price
       Prices          April 30, 2003                         Exercise Price       April 30, 2003
-----------------------------------------------------------------------------   ------------------------------------
$0.81                       147,250         9 years                $0.81               62,423             $0.81
$1.25 - $1.50                91,000         9.30 years             $1.29               25,000             $1.35
$2.13 - $3.25                61,000         6.52 years             $2.41               40,667             $2.49
                           --------                                                   -------
$0.81 - $3.25               299,250         8.58 years             $1.28              128,090             $1.45
                           ========                                                   =======

          The per share  weighted average  fair value of stock  options  granted
during 2003 and 2002 was $0.83 and $0.63, respectively.

         In connection with financing the acquisition of DCI in February 2000,
the Company issued $500,000 face amount of convertible subordinated debt and a
warrant that allows the holder to purchase up to an aggregate of 45,635 shares
of common stock. The convertible subordinated debt and warrant were restructured
so that the shares are exercisable at a per share price of $1.93 through August
2008. The Company has reserved 304,702 additional shares of common stock for
future issuance pursuant to the convertible subordinated debt and the
outstanding warrant.

**12.       INCOME TAXES**

          Deferred  income  taxes  reflect  the net  tax  effects  of  temporary
differences between the carrying amounts of assets and liabilities for financial
reporting  purposes  and the amounts used for income tax  purposes.  Significant
components of the  Company's  deferred tax assets and  liabilities  at April 30,
2003 and 2002 are as follows (in thousands):

                                                                  2003              2002
                                                                  ----              ----
Deferred tax assets:
   Current:
      Net operating loss carry forward                       $   1,198         $   1,372
      Alternative minimum tax and research and development
         credit carry forward                                      244               244
      Accrued expenses                                             111                36
      Inventories                                                   62                46
                                                             ---------         ---------
                                                                 1,615             1,698
Non-current:
      Basis differences in acquired assets                          32                32
      Asset impairment and amortization of intangibles              --                --
                                                             ---------         ---------
Total deferred tax assets                                        1,647             1,730

Deferred tax liabilities:
   Non-current:

                                      F-15

      Basis differences in acquired assets                       (253)             (252)
                                                             ---------         ---------
Total deferred tax liabilities                                   (253)             (252)
                                                             ---------         ---------
Net deferred tax asset                                           1,394             1,478
Valuation allowance                                              1,394             1,478
                                                             ---------         ---------
                                                             $     ---         $     ---
                                                             =========         =========

          There was no income tax  expense or benefit  for the years ended April
30, 2003 and 2002.

          The income tax expense  (benefit) differs from amounts computed at the
statutory federal income tax rate as follows (in thousands):

                                                                  2003              2002
                                                                  ----              ----
Benefit at statutory rate                                    $   (491)         $   (519)
State income tax, net of federal income tax effect                (56)              (77)
Non-deductible goodwill impairment charge                          633                --
Valuation allowance                                               (84)               715
Other                                                              (2)             (119)
                                                             ---------         ---------
                                                             $      --         $      --
                                                             =========         =========

          The  valuation  allowance is primarily  due to the  generation  of net
operating loss carryforwards for which no tax benefit has been recognized due to
the uncertainty of utilization. At April 30, 2003, the Company has available net
operating loss  carryforwards of approximately  $3.5 million which will begin to
expire in fiscal year 2020.

**13.       EMPLOYEE BENEFIT PLAN**

          The   Company's   Elecsys   Corporation   401(k)  Plan  is  a  defined
contribution  employee  benefit  plan that covers  substantially  all  full-time
employees  who  have  attained  age 21 and  completed  six  months  of  service.
Qualified employees are entitled to make voluntary  contributions to the plan of
up to 15% of their annual compensation  subject to Internal Revenue Code maximum
limitations. The Company contributes 50% of each employee's contribution up to a
maximum of 6% of the employee's  annual  compensation.  Participants in the plan
may direct 50% of the Company's  contribution into mutual funds and money market
funds,  with the  remaining 50% of the Company  contribution  invested in common
stock  of  the  Company.   Additionally,  the  Company  may  make  discretionary
contributions to the plan. For the years ended April 30, 2003 and 2002,  Company
contributions  to the  plan  amounted  to  approximately  $54,000  and  $31,000,
respectively.

**14.      RELATED PARTY TRANSACTION**

          The Company has a management  advisory  agreement with Merit Capital &
Management, Inc. ("Merit Capital"),  pursuant to which the Company agrees to pay
a fee on a monthly  basis,  in addition to  benefits,  for  management  advisory
services  and for Mr.  Michael  Meyer's  services  as  Chairman  of the Board of
Directors.  Merit  Capital's  president and sole  shareholder is Mr. Meyer,  the
Company's  Chairman of the Board of  Directors.  The Company paid Merit  Capital
$78,000 and  $75,000 for the years ended April 30, 2003 and 2002,  respectively.
At April 30, 2003,  the Company owed $22,000 to Merit  Capital for a bonus which
is included in accounts payable.

                                      F-16

                                                                    Exhibit 99.1

                            **CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

          In  connection  with the  Annual  Report of Elecsys  Corporation  (the
"Company")  on Form 10-KSB for the annual  period ended April 30, 2003, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
the undersigned,  in the capacities and as of the date indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the  Sarbanes-Oxley Act of 2002, that; (1) The Report fully complies with the
requirements  of Section  13(a) or 15(d) of the  Securities  and Exchange Act of
1934; and (2) The information contained in the Report fairly represents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.

                                          /s/ Karl B. Gemperli
                                       -----------------------------------------
                                       Karl B. Gemperli
                                       President and Chief Executive
                                       Officer (Principal Executive Officer)

July 28, 2003

**[A signed  original of this written  statement  required by Section 906 has been
provided to and will be retained by Elecsys  Corporation  and  furnished  to the
Securities and Exchange Commission or its staff upon request.]**

                                      F-17

                                                                    Exhibit 99.2

                            **CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

          In  connection  with the  Annual  Report of Elecsys  Corporation  (the
"Company")  on Form 10-KSB for the annual  period ended April 30, 2003, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
the undersigned,  in the capacities and as of the date indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the  Sarbanes-Oxley Act of 2002, that; (1) The Report fully complies with the
requirements  of Section  13(a) or 15(d) of the  Securities  and Exchange Act of
1934; and (2) The information contained in the Report fairly represents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.

                                          /s/ Todd A. Daniels
                                       -----------------------------------------
                                       Todd A. Daniels
                                       Vice President and Chief Financial
                                       Officer (Principal Financial Officer)

July 28, 2003

**[A signed  original of this written  statement  required by Section 906 has been
provided to and will be retained by Elecsys  Corporation  and  furnished  to the
Securities and Exchange Commission or its staff upon request.]**

                                      F-18
```