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 June 30, 2002


          [   ] Transition report pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

   For the transition period from ____________ to ____________
                       Commission file number: 1-1212

                       DRIVER-HARRIS COMPANY
          (Exact name of registrant as specified in its charter)

               New Jersey                                           22-0870220
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                                200 Madison Avenue
                        Convent Station, New Jersey 07960
                    (Address of principal executive offices)

Registrant's telephone no., including area code                   (973) 267-8100


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 [    ]

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common Stock, $0.83 1/3 par value -- 1,474,346 shares as of August 19, 2002.




<TABLE>
                        DRIVER-HARRIS COMPANY
                              I N D E X

<CAPTION>
PART I FINANCIAL INFORMATION                                                                PAGE

<S>                                                                                         <C>
Item 1.  Financial Statements

     Unaudited Condensed Consolidated Balance Sheets
        June 30, 2002 and December 31, 2001                                                 3

     Unaudited Condensed Consolidated Statements of
        Loss - Three and six Months ended June 30,
        2002 and June 30, 2001                                                              4

     Unaudited Condensed Consolidated Statements of Cash Flows -
        Six Months ended June 30, 2002 and
        June 30, 2001                                                                       5

     Notes to Financial Statements                                                          6

Item 2.  Management's Discussion and Analysis of
     Financial Condition and Results of Operations                                          8

PART II  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders                                9

Item 6.  Exhibits and Reports on Form 8-K
     (a) Exhibits
     (b) Reports on Form 8-K

SIGNATURES                                                                                 10
</TABLE>


<TABLE>
                DRIVER-HARRIS COMPANY AND SUBSIDIARIES
       UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                         (Amounts in thousands)
<CAPTION>
                                                                          June 30,          December 31,
                                                                           2002                 2001
                                                                         -----------          ---------
                                                                        (Unaudited)
ASSETS
<S>                                                                       <C>                  <C>
Current assets:
Cash                                                                      $ 135                $ 250
Accounts receivable - net                                                 5,378                6,780
Assets held for sale							  -		       234
Inventories:
     Materials          	                                          321                  206
     Work in process                                                      196                  246
     Finished products                                                    1,995                2,314
                                                                          --------             ------
                                                                          2,512                2,766

Prepaid expenses                                                          333                  251
                                                                          --------             ------
Total current assets                                                      8,358                10,281

Assets held for sale							  127		       127
Property, plant & equipment - net                                         3,362                3,155
                                                                          --------             ------
                                                                          $ 11,847             $ 13,563
                                                                          ========             ======
LIABILITIES
Current Liabilities:
     Short-term borrowings                                                $ 4,144              $ 5,785
     Current portion of long-term debt                                    436                  474
     Note payable to Pension Benefit Guaranty Corp			  1,514                1,434
     Accounts payable                                                     4,314                4,905
     Accrued expenses                                                     2,708                1,912
     Loan payable to officer                                              40                   41
                                                                          --------             -------
Total current liabilities                                                 13,156               14,551

Long-term debt                                                            16                   36
Deferred Grants                                                           383                  361
Postretirement benefit liabilities                                        589                  570
									  --------             -------
Total Liabilities							  14,144               15,518

Stockholders' equity:
     Common stock                                                         1,320                1,320
     Additional paid-in capital                                           2,425                2,425
     Accumulated deficit                                                  (3,836)              (3,376)
     Accumulated other comprehensive loss                                 (2,206)              (2,324)
                                                                          ---------            -------
Stockholders' equity                                                      (2,297)              (1,955)
                                                                          ---------            -------
                                                                          $ 11,847             $ 13,563
                                                                          =========            =======
<FN>
See accompanying notes.
</FN>
</TABLE>


<TABLE>
                    DRIVER-HARRIS COMPANY AND SUBSIDIARIES
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
              (Dollar amounts in thousands, except per share data)
<CAPTION>
                                          THREE MONTHS ENDED                 SIX MONTHS ENDED
                                               June 30                           June 30
                                        2002             2001             2002             2001
                                       -------          -------          --------         ------
<S>                                    <C>              <C>              <C>              <C>
Net sales                              $4,749          	$8,157           $10,670          $16,845
Other revenue                          4                15               23               35
                                       -------          -------          --------         ------
Total Revenue                          4,753            8,172            10,693           16,880

Cost of sales                          4,329            7,708            9,608            15,509
                                       -------          -------          --------         ------
Gross profit                           424              464              1,085            1,371

Selling, general and
 administrative expenses               752              1,108            1,638            2,107
                                       ------           --------         --------         ------

Operating income (loss)                (328)            (644)            (553)            (736)

Other charges (credits):
Gain on assets held for sale	       -                -                (239)            -
Interest                               133              227              236              449
Foreign exchange (gain) loss           33               (85)             (90)             (59)
                                       --------         --------         --------         ------
Loss before income taxes               (494)            (786)            (460)            (1,126)

Income taxes                           -                -                -                (37)
                                       --------         --------         --------         ------
NET LOSS                               $ (494)          $ (786)          $ (460)          $ (1,089)
                                       ========         ========         ========         ======

BASIC NET LOSS PER SHARE               $(.34)           $(.53)           $(.31)           $(.74)
                                       ========         ========         ========         ======
DILUTED NET LOSS PER SHARE             $(.34)           $(.53)           $(.31)           $(.74)*
                                       ========         ========         ========         =======


Basic earnings per share-weighted
   average shares                      1,474,346        1,471,543        1,474,346        1,471,543
Diluted earnings per share-weighted
   average shares                      1,474,346        1,471,543        1,474,346        1,471,543

<FN>
* Adjusted weighted average shares not used since effect on earnings
  per share would be anti-dilutive.
See accompanying notes.
</FN>
</TABLE>


<TABLE>

            DRIVER-HARRIS COMPANY AND SUBSIDIARIES
   UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                    (Amounts in thousands)
<CAPTION>
                                                          SIX MONTHS ENDED
                                                              June 30
                                                      ----------------------
                                                       2002            2001
                                                      ------          ------
<S>                                                   <C>             <C>
OPERATING ACTIVITIES
   Net income (loss)                                  $ (460)         $ (1,089)
     Adjustments to reconcile net loss
       to net cash provided by operating activities:
          Depreciation and amortization               193             185
          Gain on disposal of assets held for sale    (234)           -
          Receivables                                 1,941           (1,028)
          Inventories                                 588             (116)
          Prepaid expenses                            (69)            241
          Accounts payable and accrued expenses       (532)           (244)
          Sundry                                      33              34
                                                      ---------       -------
NET CASH PROVIDED BY OPERATING ACTIVITIES             1,460           (2,017)

INVESTING ACTIVITIES
         Capital expenditures                         (49)            (32)
         Sundry                                       542             9
                                                      -------         -------
NET CASH USED IN INVESTING ACTIVITIES                 493             (23)

FINANCING ACTIVITIES
         Change in short-term debt                    (2,086)         2,133
          Issuance of long-term debt                  -               72
          Reduction of long-term debt                 (21)            (128)
          Sundry                                      -               (12)
                                                      -------         -------
NET CASH PROVIDED BY (USED IN) FINANCING
 ACTIVITIES                                           (2,107)         2,065

Effect of exchange rate changes on cash               39              (220)
                                                      -------         -------
Net change in cash                                    (115)           (195)
Cash at beginning of year                             250             428
                                                      -------         -------

     CASH AT END OF PERIOD                            $ 135           $ 233
                                                      =======         =======
<FN>
See accompanying notes.
</FN>
</TABLE>

NOTES TO FINANCIAL STATEMENTS

1 - Basis of Presentation
These financial statements have been prepared in accordance with the
instructions to Form 10-Q and therefore do not include all information,
disclosures, and notes necessary for a fair presentation of financial
position, results of operations, and cash flows in conformity with
generally accepted accounting principles.  Reference should be made to
the financial statements contained in the Company's Annual Report on Form
10-K for the year ended December 31, 2001.  These financial statements
include all adjustments which are, in the opinion of management, necessary
to a fair presentation of the results for the interim period.

2 - Investments in Related Company and Other Subsidiaries
The Company owns Irish Driver-Harris Co. Ltd.,("IDH"), located in Ireland.

3 - Comprehensive Income
The components of comprehensive loss as presented under Financial
Accounting Standard 130, "Reporting Comprehensive Income", for the three
and six months ended June 30, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>
                                                        Three Months                Six Months
                                                      2002         2001           2002          2001
          <S>                                        <C>          <C>            <C>             <C>
         Net loss                                   $ (494)      $ (786)        $ (460)         $(1,089)
         Foreign currency translation adjustment    51           (148)          118             (410)
                                                    ---------    --------       ---------       ------
         Comprehensive loss                         $ (443)      $(934)         $ (342)         $(1,499)
                                                    =========    ========       =========       ======
</TABLE>

4. - Industry Segments and Geographic Areas
The Company classifies its revenues based upon the location of the facility
and its function (i.e. manufacture or purchase for resale-distribution).
Such revenues are regularly reviewed by the Directors and management and
decisions are made on such basis.

The operating expenses and resultant net profit (loss) and the assets are
similarly reviewed and decisions made based upon whether they relate to
manufacturing or purchase for resale (i.e. distribution).

5.  - Subsequent Event
The Company has been informed that it falls below certain minimum listing
requirements of the American Stock Exchange.  The Company has presented
the Exchange with a plan to return to compliance.  On July 10, 2002
the Exchange notified the Company that it had accepted the Company's
plan of compliance and granted the Company an extension of time to
regain compliance with the continued listing standards.  The Company
will be subject to periodic review by the Exchange Staff during the
extension period.  Failure to make progress consistent with the plan or
to regain compliance with the continued listing standards could result
in the Company being delisted from the American Stock Exchange.

<TABLE>
                                                             Reporting Segments
                                   Parent Co.         Manufacturing       Distribution        Total
                                    (U.S.)              (Ireland)            (U.K.)
                                   ----------         -------------       ------------        ------
<S>                               <C>                 <C>                 <C>                 <C>
Six months ended June 30, 2002:
Revenues
   External revenues                                  $ 9,833             $ 837               $10,670
   Inter-segment revenues                             156                                     156
   Other revenues                 $ 23                                                        23
   Elimination of inter-
     segment revenues                                 (156)                                   (156)
Consolidated revenues             23                  9,833               837                 10,693

Net Loss                          (201)               (152)               (107)               (460)

Assets
   Total assets                   1,475               11,682              174                 13,331
   Elimination of investment      (623)                                                       (623)
   Elimination of inter-
     company receivables          (829)               (32)                                    (861)
                                  -----------         -------------       ------------        ------
Total assets                      23                  11,650              174                 11,847

Other Significant Items
   Depreciation expense                               208                 4                   212
   Interest expense               80                  149                 7                   236
   Expenditures for assets                            49                                      49

Six months ended June 30, 2001:
Revenues
   External revenues                                  $ 15,026            $ 1,819             $ 16,845
   Inter-segment revenues         		      $ 514                                   514
   Other revenues                 $ 9                 26                                      35
   Elimination of inter-
     segment revenues                                 (514)                                   (514)
Consolidated revenues             9                   15,052              1,819               16,880

Net Loss                          (170)               (892)               (27)                (1,089)

Assets
   Total assets                   1,504               17,665              2,102               21,271
   Elimination of investment      (623)                                                       (623)
   Elimination of inter-
     company receivables          (829)               (1,401)                                 (2,230)
   Elimination of inter-
     company inventory                                (616)             		      (616)
                                  -----------         -------------       ------------        ------
Total assets                      52                  15,648              2,102               17,802

Other Significant Items
   Depreciation expense                               192                 11                  203
   Interest expense               73                  350                 26                  449
   Expenditures for assets                            32                                      32
</TABLE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS

Financial Condition
The ratio of current assets to current liabilities was 0.64 at June 30, 2002,
compared to 0.71 at December 31, 2001.

At June 30, 2002, the Company's subsidiaries had approximately $5.8 million
in available bank credit lines of which $4.1 million was in use.  The maximum
amount the Company may borrow under these credit lines at any point in time
fluctuates in proportion to and is limited to the value of the Company's
receivables.

The Company believes it has adequate cash flow from operations to meet its
ongoing obligations including debt repayments and capital commitments in
Ireland based on a plan to reduce inventories and receivables in line with the
restructuring plan. The restructuring implemented in 2001 is simplifying the
Company's operations, leading to very significantly reduced debt levels and
reduced dependence on low margin products.  The Company believes the actions
it has taken will result in a return to stability and reduce its exposure to
the competitive pressures of the ongoing consolidation in the industry.

The Company has a note payable to the Pension Benefit Guaranty Corporation
("PBGC") for which the due date was extended on April 10, 2000 to April 16,
2001.  On April 13, 2001 the Company re-negotiated the terms of the note
whereby all payments of such note were deferred for two years.  The note will
be payable in ten equal annual payments beginning April 16, 2003 and ending
April 16, 2012.  The Company is in dispute with the PBGC as to the terms of
this renegotiated note.  As a result of this dispute, the PBGC has notified
the Company that it considers it in default and pending determination of this
issue the Company has considered it prudent to reclassify the note to short-
term debt in the Company's consolidated balance sheet.  Until the note is
paid in full, the Company may not pay cash dividends on its capital stock
without permission from the PBGC.

On April 17,2002 the Company sold the goodwill, stocks and certain assets of
its UK distribution subsidiary to a competitor.  Management believes that the
transaction will permit a greater focus on the core manufacturing business in
Ireland.

Market Risks

Foreign Currency Fluctuations
With operations in three different countries, the Company's operating results
may be adversely affected by significant fluctuations in the relative values
among the U.S. dollar, Euro and the British Pound Sterling.  The Company is
periodically involved in hedging currency between the Euro and the
British Pound Sterling through the use of futures contracts which are
relatively short term in nature. The Company historically has experienced
minimal gains and losses on such foreign currency hedging.

Debt Instruments
The Company's long term debt of $1,966,000 including the current portion, is
primarily fixed rate debt of which $1,514,000 is U.S. denominated with the
remaining balance denominated in Euro.  The Company's remaining debt of
$4,144,000 is solely comprised of variable rate, short-term facilities
denominated primarily in Euro to cover banking overdraft that does not
subject the Company to significant interest rate risk.  The Company estimates
that a 1% increase in the interest rate on the borrowings would increase annual
interest expense by approximately $46,000.

Results of Operations

Six Months of 2002 Compared to 2001:

Net sales to customers decreased by 36.7% during the first six months of 2002
compared to 2001. Manufacturing revenue decreased by 34.7% while distribution
sales decreased by 54.0%.  Units shipped in manufacturing decreased by 33.1%.
Manufacturing revenue decreased primarily as a result of the restructuring
implemented in late 2001.  The gross profit percentage increased to 10.0% in
2002 compared to 7.9% in 2001. This is primarily attributable to an improvement
in the mix of products and sale of the distribution subsidiary in mid-April.
Improved product mix was possible due to the restructuring which permitted
the Company to focus on higher margin products and customers.  Selling, general
and administrative expenses decreased by 22.3% in absolute dollar terms when
compared with the first half of last year but increased to 15.4% of net sales
compared to 12.5% for the same period last year due to the fact that the
reduction in overheads were proportionally lower than the reduction in sales
revenues for the period, and that costs and expenses during the quarter for
restructuring charges were higher than ususal.

In February, the Company sold its property located in Dublin, Ireland.  The
sale resulted in a one-time profit of $239,000 during the3 first half.

On April 17, 2002 the Company sold the goodwill, stocks and certain other
assets of its UK distribution subsidiary to a competitor.  The Company
recovered approximately $400,000 in working capital that had been invested
in this subsidiary.

The Company had a foreign exchange gain of $90,000 for the six months ended
June 30, 2002 compared to a gain of $59,000 for the six months ended June 30,
2001.  The gain was due to the effect of the translation of Sterling
denominated receivables and payables into Euro.

Second Quarter of 2002 Compared to 2001:

Net sales to customers decreased by 41.8% during the second quarter of 2002
compared to the same period in 2001.  This decrease is due to the policy of
refusing orders below certain minimum margins, the restructuring implemented
in late 2001 and the sale of the UK distribution subsidiary in mid-April 2002.
Units shipped in the second quarter of 2002 decreased by 42.1% compared to the
second quarter of 2001.  The gross profit percentage increased to 8.8% in 2002
compared to 5.5% in 2001 due to reduced reliance on low margin business which
resulted from the restructuring.  Selling, general and administrative expenses
increased to 15.8% of net sales compared to 13.6% in 2001 since sales
decreased without a corresponding decrease in administrative costs.

On April 17, 2002 the Company sold the goodwill, stocks and certain other
assets of its UK distribution subsidiary to a competitor.  The Company
recovered approximately $400,000 in working capital that had been invested
in this subsidiary.

The Company has tax loss carry forwards of approximately $3,830,000 available
to offset future U.S. taxable income which expire between 2002 and 2021.

PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders was held on June 27, 2002 at the Company
offices, 200 Madison Avenue, Convent Station, New Jersey.
a.  The following Directors were reelected to serve for the ensuing
year:Thomas J. Carey, Kenneth J. Mathews, Frank L. Driver, Timothy S. Driver.

Item 6. Exhibits and Reports on Form 8-K

a.   Exhibits
Exhibit 99.1 Certification to 18 U.S.C. Section 1350, as Adopted Pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

b.   Reports on Form 8-K
None filed in Quarter

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.

DRIVER-HARRIS COMPANY



Date: August 19, 2002                     By:    Frank L. Driver
---------------------                     -----------------------
                                          Chief Financial Officer


								Exhibit 99.1

Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Driver-
Harris Company for the Quarter ended June 30, 2002, I, Frank L. Driver,
Chairman of the Board, President and Chief Executive Officer of Driver-Harris
Company, hereby certify pursuant to 18 U.S.C. section 1350, as adopted pursuant
to section 906 of the Sarbanes-Oxley Act of 2002 that :

		(1)	such Quarterly Report on Form 10-Q for the Quarter
			ended June 30, 2002 fully complies with the require-
			ments of section 13(a) or 15(d) of the Securities
			Exchange Act of 1934; and

		(2) 	the information contained in such Quarterly Report
			on form 10-Q for the Quarter ended June 30, 2002
			presents, in all material respects, the financial
			condition and results of operations of Driver-
			Harris Company.


August 19, 2002					Frank L. Driver
                                                ---------------
						Chairman of the Board,
						President and Chief
						Executive Officer
						(Principal Executive Officer
						and Principal Financial
						Officer)