<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002

                                      OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

            For the transition period from __________ to __________

                           COMMISSION FILE NO. 0-21963

                              THE JUDGE GROUP, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
                               <S>                                           <C>
                         PENNSYLVANIA                                     23-1726661
(State or other jurisdiction of incorporation or organization)           (IRS Employer
                                                                        Identification No.)


                  TWO BALA PLAZA, SUITE 800
                  BALA CYNWYD, PENNSYLVANIA                                   19004
           (Address of principal executive offices)                        (Zip Code)
</TABLE>


                                 (610) 667-7700
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

         As of May 6, 2002, 14,097,652 shares of the registrant's Common Stock,
$0.01 par value per share, were outstanding.


<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington. D.C. 20549

                     THE JUDGE GROUP, INC. AND SUBSIDIARIES
                                      INDEX
<TABLE>
<CAPTION>
NUMBER                                                                                         PAGE(S)
------                                                                                         -------
<S>                                                                                                <C>

                                      PART I - FINANCIAL INFORMATION
                                      ------------------------------

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2002 AND DECEMBER 31, 2001                     1

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED
    MARCH 31, 2002 AND 2001                                                                          2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
    MARCH 31, 2002 AND 2001                                                                          3

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                             4 - 5

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS                                                                           6 - 8

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                  9

                                       PART II - OTHER INFORMATION
                                       ---------------------------


ITEM 1.  LEGAL PROCEEDINGS                                                                           9

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                                            9
</TABLE>
--------------------------------------------------------------------------------
FORWARD LOOKING INFORMATION

This Report on Form 10-Q includes 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. These statements and information
are based on beliefs of, and information currently available to, our management
as well as estimates and assumptions made by our management. The words
"anticipate," "believe," "estimate," "expect," "future," "intend," "plan" and
similar expressions as they relate to us or our management, identify
forward-looking statements. Such statements reflect our current views with
respect to future events and are subject to certain risks, uncertainties and
assumptions relating to our operations and results of operations, competitive
factors and pricing pressures, shifts in market demand, the performance and
needs of the industries served by us, and other risks and uncertainties,
including, in addition to any uncertainties specifically identified in the text
accompanying such statements and those identified below, uncertainties with
respect to changes or developments in social, economic, business, industry,
market, legal and regulatory circumstances and conditions and actions taken or
omitted to be taken by third parties, including our stockholders, customers,
suppliers, business partners, competitors, and legislative, regulatory, judicial
and other governmental authorities and officials. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may vary significantly from those anticipated,
believed, estimated, expected, intended or planned. A non-exclusive list of
factors that may affect future performance can be found in our Report on Form
10-K for the year ended December 31, 2001.

                                       i
<PAGE>
                     THE JUDGE GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2002 AND DECEMBER 31, 2001
<TABLE>
<CAPTION>
                                                                                        March 31, 2002    December 31, 2001
                                                                                           (Unaudited)
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>                <C>
ASSETS
CURRENT ASSETS
Cash                                                                                             $ ---                $ ---
Accounts receivable, net                                                                    11,914,325           12,663,173
Prepaid income taxes and deferred taxes                                                      2,192,983            2,161,847
Prepaid expenses and other                                                                   1,220,869            1,171,422
                                                                                          ------------         ------------
TOTAL CURRENT ASSETS                                                                        15,328,177           15,996,442
                                                                                          ------------         ------------

PROPERTY AND EQUIPMENT, NET                                                                  2,933,718            3,161,441
                                                                                          ------------         ------------

OTHER ASSETS
Deposits and other assets                                                                      378,251              378,251
Deferred taxes                                                                               1,433,000            1,433,000
Other receivables, officers and employees                                                      701,218              669,552
Goodwill, net of accumulated amortization of $2,802,169, 2002 and  2001                      6,423,781            6,423,781
                                                                                          ------------         ------------
TOTAL OTHER ASSETS                                                                           8,936,250            8,904,584
                                                                                          ------------         ------------
TOTAL ASSETS                                                                              $ 27,198,145         $ 28,062,467
                                                                                          ============         ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt                                                            $ 413,495            $ 569,117
Accounts payable and accrued expenses                                                        4,970,512            3,837,079
Payroll and sales taxes                                                                        450,850              285,329
Deferred revenue                                                                               137,164              132,016
                                                                                          ------------         ------------
TOTAL CURRENT LIABILITIES                                                                    5,972,021            4,823,541
                                                                                          ------------         ------------

LONG-TERM LIABILITIES
Note payable, Bank                                                                           2,562,192            4,436,541
Deferred rent obligation                                                                       493,768              541,267
Debt obligations, net of current portion                                                       349,175              397,748
                                                                                          ------------         ------------
TOTAL LONG-TERM LIABILITIES                                                                  3,405,135            5,375,556
                                                                                          ------------         ------------

SHAREHOLDERS' EQUITY
Common stock, $.01 par value, 50,000,000 shares authorized; at March 31, 2002
  and December 31, 2001, 14,141,373 shares issued and 13,504,228 shares                        141,413              141,413
  outstanding
Preferred stock, $.01 par value, 10,000,000 shares authorized; at March 31,
  2002, no shares issued and outstanding                                                           ---                  ---
Additional paid-in capital                                                                  24,176,111           24,176,111
Accumulated deficit                                                                        (5,128,882)          (5,086,501)
                                                                                          ------------         ------------
                                                                                            19,188,642           19,231,023
Less treasury stock, 637,145 shares; at cost                                                 1,367,653            1,367,653
                                                                                          ------------         ------------
TOTAL SHAREHOLDERS' EQUITY                                                                  17,820,989           17,863,370
                                                                                          ------------         ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                $ 27,198,145         $ 28,062,467
                                                                                          ============         ============

</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                        1

<PAGE>
                     THE JUDGE GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                               2002              2001
                                                                                               ----              ----
<S>                                                                                              <C>               <C>
NET REVENUES                                                                                 $ 20,221,400      $ 30,388,341
                                                                                             ------------      ------------
COSTS AND EXPENSES

Cost of sales                                                                                  13,198,770        19,666,600

Selling and operating                                                                           4,351,156         5,876,470

General and administrative                                                                      2,691,489         3,378,172
                                                                                             ------------      ------------

TOTAL COSTS AND EXPENSES                                                                       20,241,415        28,921,242
                                                                                             ------------      ------------

OPERATING INCOME (LOSS)                                                                          (20,015)         1,467,099

Other income (expense), net                                                                      (53,035)         (201,709)
                                                                                             ------------      ------------

INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)                                                (73,050)         1,265,390

Income tax expense (benefit)                                                                     (30,681)           512,483
                                                                                             ------------      ------------

NET INCOME (LOSS)                                                                              ($ 42,369)         $ 752,907
                                                                                             ============      ============

NET INCOME (LOSS) PER SHARE:

   BASIC

Weighted Average Shares Outstanding                                                            13,504,228        13,497,228
                                                                                               ==========        ==========

Income (loss) per share                                                                            $ 0.00            $ 0.06
                                                                                                   ======            ======

   DILUTED

Weighted Average Shares Outstanding                                                            13,504,228        13,545,172
                                                                                               ==========        ==========

Income (loss) per share                                                                            $ 0.00            $ 0.06
                                                                                                   ======            ======
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                        2



<PAGE>
                     THE JUDGE GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                          2002                      2001
                                                                                          ----                      ----
<S>                                                                                        <C>                       <C>
OPERATING ACTIVITIES
Net income (loss) for the period                                                       ($ 42,369)                 $ 752,907
Adjustments to reconcile net income (loss) to net cash provided by
    operating activities:
  Depreciation                                                                            309,283                   290,811
  Amortization                                                                                ---                   100,891
  Stock warrants issued for services                                                          ---                    28,469
  Deferred rent                                                                          (47,499)                    12,103
  Provision for losses on accounts receivable                                             170,127                    97,046
  Loss on disposal of equipment                                                               ---                    14,479
Changes in operating assets and liabilities:
(Increase) decrease in:
  Accounts receivable                                                                     578,721                   385,891
  Prepaid income taxes and deferred taxes                                                (31,666)                   234,367
  Prepaid expenses and other current assets                                              (31,136)                 (419,817)
  Deposits and other                                                                     (49,447)                  (61,788)
Increase (decrease) in:
  Accounts payable and accrued expenses                                                 1,133,420                   246,404
  Payroll and sales taxes                                                                 165,521                   236,860
  Deferred revenue                                                                          5,148                 (179,742)
                                                                                       ----------                ----------
    Net cash provided by operating activities                                           2,160,103                 1,738,881
                                                                                       ----------                ----------

INVESTING ACTIVITIES
Net cash used in investing activities, purchases of property and
    equipment                                                                            (57,810)                 (443,032)
                                                                                       ----------                ----------

FINANCING ACTIVITIES
Repayments of notes payable, bank, net                                                (1,874,349)               (1,158,491)
Principal payments on long-term debt                                                    (227,944)                 (137,358)
                                                                                       ----------                ----------
    Net cash used in financing activities                                             (2,102,293)               (1,295,849)
                                                                                       ----------                ----------

INCREASE (DECREASE) IN CASH                                                                   ---                       ---
CASH, BEGINNING                                                                               ---                       ---
                                                                                       ----------                ----------
CASH, ENDING                                                                                $ ---                     $ ---
                                                                                       ==========                ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for Interest                                                 $ 73,000                 $ 306,000
                                                                                       ==========                ==========
Cash paid during the period for Income taxes                                                 $---                 $ 278,000
                                                                                       ==========                ==========

</TABLE>
            See Notes to Condensed Consolidated Financial Statements.

                                        3

<PAGE>
                     THE JUDGE GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001


NOTE 1. DESCRIPTION OF BUSINESS

The Judge Group, Inc. (the "Company") a Pennsylvania corporation founded in
1970, provides information technology ("IT") and engineering professionals to
its clients on both a temporary basis ("Contract Placement") and a permanent
basis ("Permanent Placement") as well as IT training on a range of software and
network applications to corporate, governmental and individual clients. At March
31, 2002, the Company, headquartered in Bala Cynwyd, Pennsylvania, operated
regional offices in eleven states throughout the United States. A substantial
portion of the Company's revenue is derived from customers located in the
Mid-Atlantic corridor of the United States.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements include the
accounts of the Company and the Company's wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated.

The financial statements as of March 31, 2002 and for the three months ended
March 31, 2002 and 2001 are unaudited; however, in the opinion of management,
such statements include all adjustments, consisting solely of normal recurring
adjustments, necessary for a fair presentation of the results for the periods
presented.

The interim financial statements should be read in conjunction with the
financial statements for the fiscal year ended December 31, 2001 and the notes
thereto, included in the Company's report on Form 10-K for the year ended
December 31, 2001.

Risks, Uncertainties and Management Estimates

The results of operations for the interim periods are not necessarily indicative
of the results that might be expected for future interim periods or for the full
year ending December 31, 2002.

The preparation of the Company's consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Interim Financial Reporting

For interim financial reporting purposes, costs and expenses are accounted for
in accordance with Accounting Principles Board Opinion No. 28 ("APB 28").

Earnings Per Share

Basic earnings (loss) per share amounts are computed based on net income divided
by the weighted average number of shares actually issued, reduced by treasury
shares.

Diluted earnings (loss) per share amounts for the three months ended March 31,
2002 and 2001 are based on the weighted average number of shares calculated for
basic earnings per share purposes increased by (when dilutive) the number of
shares that would be outstanding assuming the exercise of certain outstanding
stock options or warrants. Shares issuable upon the exercise of stock options or
warrants were not considered in the calculation of net loss per share in 2002,
as their inclusion would be anti-dilutive. Outstanding options to purchase
2,603,194 common shares in 2001 were not included in the computation of diluted
earnings per share because the option exercise price was greater than the
average market price of the Company's common shares.


                                       4
<PAGE>
                     THE JUDGE GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
142, Goodwill and Other Intangible Assets. The Company adopted Statement 142
effective January 1, 2002. Statement 142 requires that goodwill and intangible
assets with indefinite useful lives no longer be amortized, but instead tested
at least annually for impairment. The Company will test goodwill for impairment
using the two-step process prescribed in Statement 142 in the next fiscal
quarter. The first step is a screen for potential impairment, while the second
step measures the amount of the impairment, if any. Any impairment charge
resulting from these transitional impairment tests will be reflected as the
cumulative effect of a change in accounting principle in the second quarter of
2002. The Company has not yet determined what the effect of these tests will be
on the earnings and financial position of the Company. In the quarter ended
March 31, 2001, the Company amortized approximately $65,000 of goodwill, net of
tax effect. Had Statement 142 been in effect in that period, net income would
have increased to approximately $818,000, with no change to reported net income
per share, either basic or diluted, of $0.06 per share.

In January 2002, the Company adopted Statement 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which superseded Statement 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of. Adoption of Statement 144 did not have a material effect on the
Company's results of operations or its financial condition.

NOTE 3.  INCOME TAXES

The Company files a consolidated Federal income tax return with its wholly owned
subsidiaries. State income taxes are determined on the basis of filing separate
returns for each subsidiary to the extent required by applicable state
regulations.

In accordance with Accounting Principles Board Opinion No. 28 (Interim Financial
Reporting), income taxes are calculated at the estimated effective annual
(federal and state) tax rates.

The effective tax benefit rate for 2002 is higher than the applicable federal
statutory tax rate of 34% due to the Company's state tax liabilities and certain
expenses that were not deductible for tax purposes. In 2001, the effective tax
rate was higher than the applicable federal statutory tax rate due to the
Company's state tax liabilities and certain expenses that were not deductible
for tax purposes.

NOTE 4. SHAREHOLDERS' EQUITY

Tender Offer

In February 2002, the Company commenced a voluntary stock option exchange
program for its employees. Under the program, employees holding options to
purchase the Company's Common Stock were given an opportunity to exchange
certain of their existing options, with exercise prices equal to or greater than
$2.10 per share, for new options. Employees will receive one new option for
every three eligible options surrendered. The Company expects the new options to
be granted on or about September 20, 2002. The new options will vest over four
years. The exercise price of the new options will be the last reported trading
price of the Company's Common Stock on their grant date.

NOTE 5. STATEMENT OF CASH FLOWS

Supplemental disclosure of non-cash investing and financing transactions:

    During the three month periods ended March 31, 2002 and 2001, the Company
    entered into certain capital lease agreements for the purchase of equipment
    in the amount of approximately $23,700 and $159,000, respectively.


                                       5


<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE
        THREE MONTHS ENDED MARCH 31, 2001

The following discussion should be read in conjunction with the condensed
consolidated financial statements of The Judge Group, Inc. and related notes
thereto appearing elsewhere in this Report and in our Annual Report on Form 10-K
for the year ended December 31, 2001.

OVERVIEW

Our operations experienced a decrease in net revenue of approximately $10.2
million, or 33.5%, for the three months ended March 31, 2002 compared to the
prior year period. This revenue decrease was primarily attributable to a
decrease in revenue in all areas of our business caused by a continuing general
downturn in the United States economy, which negatively affected our clients'
use of IT and engineering staffing and training services. Our operating income
decreased approximately $1.5 million, or 101.4%, for the three months ended
March 31, 2002 compared to the prior year period due primarily to our lower
revenues. Our net operating results decreased approximately $0.8 million, or
105.6%, for the three months ended March 31, 2002 compared to the prior year
period to a loss of approximately $42,000. This decrease was due to the revenue
decrease noted above.

RESULTS OF OPERATIONS

The following table sets forth certain statement of operations data as a
percentage of consolidated net revenues for each of the periods indicated:

                                                         THREE MONTHS
                                                         ENDED MARCH 31,
                                                      2002             2001
                                                      ----             ----
Net revenues                                         100.0%           100.0%
                                                     -----            -----
Cost of sales                                         65.3             64.7
Selling and operating expenses                        21.5             19.3
General and administrative expenses                   13.3             11.2
                                                     -----            -----
Total costs and expenses                             100.1             95.2
                                                     -----            -----
Operating income (loss)                               (0.1)             4.8
Other income (expense), net                           (0.3)            (0.6)
                                                     -----            -----
Income (loss) before income tax (benefit)             (0.4%)            4.2%
                                                     =====            =====

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED
MARCH 31, 2001

Net Revenues. Consolidated net revenues decreased by 33.5%, or approximately
$10.2 million, to approximately $20.2 million for the three months ended March
31, 2002 compared to the prior year period. This decrease was due to a decrease
in revenues in all areas of our business, primarily attributable to a continuing
general downturn in the United States economy, which negatively affected our
clients and caused them to reduce their use of IT and engineering staffing and
training services. In our contract placement business revenues decreased
approximately $8.8 million, or 34.7%, for the three months ended March 31, 2002
compared to the prior year period. For the three months ended March 31, 2002 we
billed approximately 275,000 IT consultant hours compared to approximately
392,000 IT consultant hours in the comparable period of 2001. Our permanent
placement revenue decreased 25.2%, or approximately $0.9 million, to
approximately $2.8 million for the three months ended March 31, 2002 compared to
the prior year period. This decrease is primarily due to a lower number of
placements in the three months ended March 31, 2002 compared to the prior
period. We placed 205 candidates in the three months ended March 31, 2002
compared to 256 candidates in the prior year period. Our IT training revenues
also decreased approximately $0.4 million, or 32.4%, to approximately $0.9
million for the three months ended March 31, 2002 compared to the prior year
period, which was primarily attributable to a decrease in client companies' IT
training needs in view of the downturn in the general economy.

                                       6
<PAGE>

Cost of Sales. Consolidated cost of sales decreased by 32.9%, or approximately
$6.5 million, to approximately $13.2 million for the three months ended March
31, 2002 compared to the prior year period. Cost of sales as a percentage of
consolidated net revenues increased to 65.3% from 64.7% in the respective
comparable periods. Cost of sales related to contract placements increased to
76.4% of contract placement revenues for the three months ended March 31, 2002
compared to 74.8% in the prior year period. This increase was attributable to a
marked decrease in the number of IT consultants working on higher billable rate
services, such as client server and web development services. Cost of sales
related to IT training revenues decreased approximately $0.2 million, or 23.5%,
to approximately $0.6 million for the three months ended March 31, 2002 compared
to the prior year period, primarily due to fewer trainers required for the
reduced number of classes held.

Selling and Operating. Consolidated selling and operating expenses decreased by
26.0%, or approximately $1.5 million, to approximately $4.4 million for the
three months ended March 31, 2002 compared to the prior year period. Selling and
operating expenses as a percentage of consolidated net revenues increased to
21.5% from 19.3% for the three months ended March 31, 2002 compared to the prior
year period. The decrease in selling and operating expenses was due primarily to
lower commissions paid on the lower revenues, lower salaries following staff
reductions, and management's attempts to control costs in such areas as office
supplies, telephone, and travel and entertainment expense.

General and Administrative. Consolidated general and administrative expenses
decreased 20.3%, or approximately $0.7 million, to approximately $2.7 million
for the three months ended March 31, 2002 compared to the prior year period.
General and administrative expenses as a percentage of consolidated net revenues
increased to 13.3% from 11.2% for the three months ended March 31, 2002 compared
to the prior year period. The decrease in general and administrative expenses is
due primarily to lower salaries and related expenses following staff reductions
to reflect our lower volume of business, and to discontinuing amortization of
goodwill in accordance with Statement of Financial Accounting Standards 142. In
the comparable three months of 2001, goodwill amortization was approximately
$0.1 million.

Other. Other expense represents primarily interest expense net of other income.
Interest expense was approximately $86,000 and $223,000 for the three months
ended March 31, 2002 and 2001, respectively. Other income was approximately
$33,000 for the three months ended March 31, 2002 compared to $21,000 for the
comparable period of 2001. This decrease in total interest expense reflects our
decreased usage of our bank line of credit during the three months ended March
31, 2002, as well as a reduced interest rate on such borrowings from a prime
rate of 8.0% at March 31, 2001 to 4.75% at March 31, 2002.

Income Taxes. The effective tax benefit rate of approximately 42.0% for the
three months ended March 31, 2002 is higher than the federal statutory tax rate
of 34% primarily due to state tax benefits and certain book expenses not
deductible for tax purposes. In the comparable period of 2001 the effective tax
rate of approximately 40.5% is higher than the applicable federal statutory tax
rate primarily due to state tax provisions and certain book expenses not
deductible for tax purposes.

LIQUIDITY AND CAPITAL RESOURCES

We have borrowed under our credit facility to fund our working capital needs as
our business has expanded. We utilize a cash management program to minimize
non-earning cash assets, including a zero balance disbursement account, as
reflected in the cash balance of $0 as of March 31, 2002.

We provided cash from operations of approximately $2.2 million in the three
months ended March 31, 2002 compared to approximately $1.7 million for the
comparable period of 2001. A decrease in our accounts receivable of
approximately $0.6 million combined with an increase of approximately $1.3
million in our accounts payable and our payroll and sales taxes payable in the
three months ended March 31, 2002 provided most of the cash from operations,
compared to cash provided of approximately $0.9 million for those same
categories in the comparable period of 2001. In the three months ended March 31,
2001 the primary source of cash provided by operations was our net income of
approximately $0.8 million plus the decrease in our accounts receivable and the
increases in our accounts payable and our payroll and sales taxes payable
discussed earlier.


                                       7
<PAGE>

Cash purchases of fixed assets for the three months ended March 31, 2002 were
approximately $58,000 compared to purchases of approximately $0.4 million in the
comparable period in the prior year. These purchases were related primarily to
the purchase of computers, related accessories and software to replace obsolete
equipment.

We repaid approximately $1.9 million of our line of credit in the three months
ended March 31, 2002, compared to repayment of approximately $1.2 million in the
three months ended March 31, 2001. We also repaid approximately $0.2 million of
our long-term obligations in the three months ended March 31, 2002 compared to
approximately $0.1 million in the comparable period of 2001.

We have availability under a $15.0 million revolving advance facility, the Line
of Credit, with PNC Bank, N.A., the Bank. The Line of Credit expires on April
30, 2003. This facility allows us to borrow the lesser of 85% of eligible
accounts receivable or $15.0 million. As of March 31, 2002 we had approximately
$2.6 million outstanding against the Line of Credit. The Line of Credit is
secured by substantially all of our assets and contains customary restrictive
covenants. The covenants include limitations on loans we may extend to officers
and employees, the incurrence of additional debt and a prohibition of the
payment of dividends on our common shares. The Line of Credit bears interest, at
our option, at either the Bank's prime rate, which was 4.75% at March 31, 2002,
or 225 basis points over the London Inter-bank Offering Rate.

A continued recession in the United States economy at large could potentially
lead to further decreases in our revenue in future periods. While no one
customer represents greater than 10% of our total revenue, a continuing general
economic recession in the United States could adversely impact our clients and
cause them to curtail the use of staffing services. Our management continues to
monitor general economic conditions and expects to make adjustments to our
operations as needed.

We anticipate that our primary uses of capital in future periods will be to fund
increases in accounts receivable, to support internal growth by financing new
offices, and to finance additional acquisitions. We believe that our Line of
Credit, or other credit facilities, which may be available to us in the future,
will be sufficient to meet our capital needs for at least the next twelve
months.

During the quarter ended March 31, 2002 there was no material change in our
contractual cash obligations payable in future periods.

Information regarding our critical accounting policies which affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements is included in our Annual Report on Form 10-K for the year
ended December 31, 2001.

On or about February 14, 2002 we received notification from The Nasdaq Stock
Market, Inc. that our Common Stock will be delisted from the NASDAQ National
Market unless the stock closes at or above one dollar per share for at least ten
consecutive days by May 15, 2002. The per share price of our Common Stock and
the minimum aggregate market value of publicly held shares of our Common Stock
do not currently satisfy requirements to remain listed on the NASDAQ National
Market. In addition, in the future we may not comply with other listing
requirements, which might result in the delisting of our Common Stock. If we
fail to regain compliance with the NASDAQ National Market maintenance rules by
May 15, 2002, and if we fail to appeal any Nasdaq staff determination of
non-compliance or if any such appeal is decided against us, then our Common
Stock will be delisted from the NASDAQ National Market. However, we will also be
eligible to apply to transfer the listing of our Common Stock to the NASDAQ
SmallCap Market, which application will stay the delisting of our Common Stock.
If our application is approved for a listing on the NASDAQ SmallCap Market we
will be afforded an additional 180 calendar day grace period for the minimum bid
price requirement, which would extend the delisting determination until August
13, 2002. We may also be eligible for an additional 180 calendar day grace
period for the minimum bid price requirement provided we meet the initial
listing criteria under the rules of the NASDAQ SmallCap Market. Delisting from
the NASDAQ National Market could adversely affect the liquidity and the price of
our Common Stock and could have a long-term adverse impact on our ability to
raise future capital through a sale of our Common Stock. In addition, delisting
could make it more difficult for investors to obtain quotations or trade our
Common Stock.

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<PAGE>

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are exposed to market risk due to the variable interest rates on our Line of
Credit discussed above. The interest rates vary primarily due to changes in
short term interest rates promulgated by the Federal Reserve Bank in its efforts
to control general economic conditions. During 2001, the Federal Reserve Bank
caused such interest rates to decline, and further rate decreases would likely
decrease our interest cost. Assuming we are indebted on our Line of Credit
approximately $2.6 million and continue to have approximately 13,500,000 common
shares outstanding, a 1% decrease in our interest rate will increase our annual
earnings per share by less than 1 cent. Correspondingly a 1% increase in our
interest rate will decrease our annual earnings per share by less than 1 cent.

We have not entered into derivative financial or commodity instrument
transactions. We do not believe that our exposure to market risk from other
types of financial instruments, such as accounts receivable and accounts
payable, is material.



                           PART II - OTHER INFORMATION
                           ---------------------------



ITEM 1.    LEGAL PROCEEDINGS

We are involved in routine litigation incidental to the conduct of our business,
but do not believe that any of the litigation to which we are currently a party
will have a material adverse effect on our results of operations or on our
financial condition.



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

         (a) No exhibits are filed as a part of this Quarterly Report on
Form 10-Q.

         (b) No reports were filed by the Registrant on Form 8-K during the
quarter ended March 31, 2002.



                                   SIGNATURES

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

Dated:   May 6, 2002

        THE JUDGE GROUP, INC.                        THE JUDGE GROUP, INC.

        /s/Robert G. Alessandrini                    /s/Martin E. Judge, Jr.
           ----------------------                       --------------------
        Robert G. Alessandrini                       Martin E. Judge, Jr.
        Chief Financial Officer                      Chairman of the Board and
                                                     Chief Executive Officer



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