UNITED STATES

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM 10-QSB

                           AMENDMENT #1

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

For the Quarter Ended: September 30,2002

Commission file Number: 1-3489


                         CLARY CORPORATION
----------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

          California                                           95-0630196
----------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                           Identification No.

1960 So. Walker Avenue, Monrovia, California                    91016
------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code: (626) 359-4486

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

Title of each class: COMMON STOCK, $1.00 PAR VALUE

Name of each exchange on which registered: PACIFIC EXCHANGE

Indicated by check 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 ninety (90) days.

                               Yes   X    No
                                -----     -----

As of November 5, 2002, there were 2,407,419 shares of common stock outstanding.


Transitional Small Business Disclosure Format

                     Yes  X      No
                     ------     ----






PART 1


ITEM #1 - FORM 10-QSB



                               CLARY CORPORATION
                            (Statements of Income)

<TABLE>
PROFIT AND LOSS INFORMATION            Three Months Period Ended September 30,
                                                2002              2001
-----------------------------------       ---------------------------------
<S>                                           <C>                 <C>

Net Sales and other revenue               $ 1,616,000           $2,501,000

 Cost and Expenses:
  Cost of products sold                     1,030,000            1,459,000
  Engineering and Product Development          86,000               74,000
  Selling and Service                         200,000              278,000
  General and Administrative                   82,000               85,000
  Interest Expense                              8,000               29,000
                                            ---------           ----------
                                            1,406,000            1,925,000
                                            ---------           ----------
Net Earnings before income taxes              210,000              576,000
Income Tax Expenses                            20,000               55,000
                                            ---------           ----------
Net Earnings                                  190,000              521,000
                                            =========           ==========
Net Earnings per common share             $       .08         $        .29
                                           ===========         ===========
Weighted Average number of shares,
basic and diluted                            2,407,419           1,807,419

Dividends per share                              None               None
</TABLE>

















PART 1


ITEM #1 - FORM 10-QSB





                            CLARY CORPORATION
                           (STATEMENT OF INCOME)
<TABLE>
PROFIT AND LOSS INFORMATION               NINE MONTHS PERIOD ENDED SEPTEMBER 30,
                                              2002                2001
--------------------------                --------------------------------
<S>                                          <C>                   <C>
Net Sales and Other Revenues              $4,150,000           $6,012,000
 Cost and Expenses:
  Cost of product sold                     2,718,000            3,553,000
  Engineering and Product Development        271,000              239,000
  Selling and Services                       563,000              654,000
  General and Administrative                 229,000              248,000
  Interest Expenses                           37,000              104,000
                                           ----------           ----------
                                           3,818,000            4,798,000
                                           ----------           ----------
Net Earnings before income taxes             332,000            1,214,000
Income Tax Expenses                           31,000               57,000
                                           ----------          -----------
Net Earnings                              $  301,000           $1,157,000
                                          ===========          ===========
Net Earnings per share                    $      .14           $      .64
                                          ===========          ===========
Weighted Average number of shares,
basic and diluted                           2,207,419            1,807,419

Dividends per share                           None                 None

</TABLE>



















PART 1


ITEM #1 - FORM 10-QSB








                             CLARY CORPORATION
                        CONSOLIDATED BALANCE SHEETS
                       -----------------------------
<TABLE>
ASSETS                                  Sept. 30,2002      Dec. 31, 2001
----------------------------------      --------------    --------------
<S>                                          <C>                <C>
CURRENT ASSETS
--------------

   Cash                                  $   609,000        $   837,000
   Cash, investments                         300,000               -0-
   Notes and accounts receivable less
    allowance for doubtful accounts
    of $13,000 in 2002 and $45,000 in 2001.  946,000            429,000
   Inventories, principally finished
   goods and work-in-process               1,687,000          2,045,000

   Prepaid expenses and other assets          52,000             54,000
                                           ---------          ---------
          Total Current Assets             3,594,000          3,365,000

PROPERTY, PLANT AND EQUIPMENT
-----------------------------
   Machinery and equipment                 1,551,000          1,540,000

   Less:  Accumulated Depreciation
          and Amortization                 1,386,000          1,346,000
                                           ---------          ---------
                                             165,000            194,000
OTHER ASSETS
------------
   Miscellaneous                               9,000              9,000
                                         ------------       -----------
   TOTAL ASSETS                          $ 3,768,000        $ 3,568,000
                                          ==========        ===========
</TABLE>











PART I


ITEM #1 - FORM 10-QSB



                              CLARY CORPORATION
                     CONSOLIDATED BALANCE SHEETS (Continued)
                     ---------------------------------------
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY         Sept. 30,2002      Dec. 31, 2001
------------------------------------        --------------       -------------
<S>                                               <C>                 <C>
CURRENT LIABILITIES
-------------------
 Notes payable, related parties              $   400,000         $   400,000
 Accounts payable and Accrued Expenses           326,000             277,000
 Accounts payable, related party                 106,000             251,000
 Accrued Payroll, payroll taxes
 and related expenses                            139,000             113,000
 Customer Deposits                                20,000              20,000
                                              -----------         -----------
          Total Current Liabilities              991,000           1,061,000

9-1/2% Convertible Subordinated Notes
due January 17,2003 and convertible into
common stock at $1.00 per share                    -0-               600,000

STOCKHOLDERS' EQUITY
--------------------
 Cumulative convertible Series "A" preferred
 stock, 5.50%, par value $5 per share;
 authorized and outstanding, 11,033 in 2002
 and 2001                                         55,000              55,000

 Cumulative convertible Series "B" preferred
 stock, 7% par value $5 per share;
 authorized 988,967 shares, issued and
 outstanding, 55,000 shares in 2002 and 2001     550,000             550,000

 Common stock, par value $1 per share,
 authorized 10,000,000 shares; issued and
 outstanding, 2,407,419 in 2002 and
 1,807,419 in 2001                              3,109,000          2,509,000

Additional paid-in capital                      5,099,000          5,099,000

Accumulated  deficit                          ( 6,337,000)       ( 6,306,000)

Current year's earnings                           301,000             -0-
                                              ------------        ------------
          Total Equity                          2,777,000           1,907,000
                                              ------------        ------------
 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY    $  3,768,000        $  3,568,000
                                            =============        =============
</TABLE>
PART I

ITEM #1 - FORM 10-QSB

                             CLARY CORPORATION
                         STATEMENTS OF CASH FLOWS
                         ------------------------
<TABLE>
                                             For the Nine-month Period Ended
                                            -------------------------------
                                                        September 30,
                                                        -------------
                                                    2002             2001
                                                    ----             ----
<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
Net earnings                                        $ 301,000      $1,157,000
Adjustments to reconcile net earnings
to net cash provided by Operating
Activities:
 Depreciation and amortization                         40,000         15,000
 Provision for (used for)losses on Accts.
 Receivable                                           (32,000)        49,000
Change in assets and liabilities:
 (Increase)in accounts receivable                    (475,000)      (242,000)
 Decrease (Increase) in inventory                     358,000        (89,000)
 Decrease (Increase) in prepaid expenses                2,000         (9,000)
 (Increase) in other assets                              -0-          (4,000)
 (Decrease) increase in accounts payable
       and accrued  expenses                          (80,000)        88,000
 (Decrease) in customer deposits                         -0-         (11,000)
                                                   -----------     ----------
  Net cash (used for) provided by
    operating activities                              114,000        954,000

CASH FLOWS FROM INVESTING ACTIVITIES:
------------------------------------
 Capital expenditures                                 (11,000)       (71,000)
                                                  ------------    -----------
  Net Cash (used for) Investing Activities            (11,000)       (71,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
------------------------------------
  Net (repayment) borrowings under line-of-credit       -0-         (425,000)
  Proceeds from issuance of Long-Term Notes             -0-           30,000
  (Payment) on long term-notes                          -0-           (4,000)
  (Dividends paid)                                   (31,000)        (31,000)
                                                    ---------        -------
  Net Cash (used for) financing activities           (31,000)       (430,000)
  Net increase in cash and cash equivalents           72,000         453,000
 Cash and cash equivalents at beginning of year       837,000         275,000
                                                   ----------       ----------
Cash and cash equivalents at end of period          $ 909,000       $ 728,000
                                                   ==========      ===========
</TABLE>


PART I

ITEM #2 - FORM 10-QSB

MANAGEMENT DISCUSSION AND ANALYSIS
----------------------------------

Results of Operation
--------------------
Sales and other revenues for the third quarter of 2002 decreased $885,000
or 35.4% from the third quarter of 2001. The California power crisis of 2001
prompted the traffic engineers of cities, counties and state to provide battery
backup to keep the intersections operating. By keeping the intersections alive,
it allowed the police personnel to provide their normal duties of crime
prevention and citizen protection. The concept of using power backup for the
reasons above, coupled with large state budget deficits, have placed these
potential purchases on the back burner by many city and state officials.
This decerase in demand was the major reason for the Company's sales and
earnings decrease in the quarter for 2002, as compared to the same quarter in
2001. Cost of sales decreased  $429,000 or 29.4% over the two periods. This cost
decrease was due to the sales decrease. Engineering cost increased $12,000 or
16.2% due to additional emphasis on new products.  Selling and administrative
decreased $81,000 or 30.7% due to reduced commission and bonuses on reduced
sales and earnings. Interest cost decreased $21,000 or 72.4% due to debt
reduction.

Earnings before taxes decreased $331,000 due to sales reduction. Taxes were
reduced $35,000 on the earning decrease.



Liquidity and Capital Requirements
-----------------------------------
The registrant believes funds provided from operations, short-term lines of
credit and short as well as long-term financing through an affiliate Company
will be sufficient to fund its  working capital expenditures in 2002


The registrant's short term secured borrowing with the bank was renewed on
May 1,2002 but has not borrowed against this line during 2002.


















PART I


ITEM #3 - FORM 10-QSB

                          CLARY CORPORATION
                          -----------------

                     NOTES TO PART I OF THIS REPORT
                     ------------------------------


NOTE 1. As of September 30,2002, the Registrant has 12,688 shares of common
stock reserved for conversion of Class "A" preferred stock, 440,000 shares of
common stock reserved for the conversion of the Series "B" preferred stock.
In addition, the Registrant has reserved 100,000 shares of common stock for
purchase by officers and key employees under its 1996 Employee Incentive Stock
Option Plan.

NOTE 2. The accompanying unaudited interim financial statements have been
prepared in accordance with Regulation SB and are condensed and do not include
all disclosures required under generally accepted accounting principles.
These statements reflect all adjustments that are, in the opinion of management
necessary to present a fair statement of the results for the interim period.
The operating results for the three-months ended September 30,2002 are not
necessarily indicative of the results to be expected for the year ending
December 31,2002. The statements should be read in connection with the annual
financial statements included in Form 10-KSB for the year ended December 31,
2001.


PART I


ITEM #3 - FORM 10-QSB

                            CLARY CORPORATION
                                PART II
                            OTHER INFORMATION
                            -----------------

Item 1   Legal Proceedings - None of any significance

Item 2   Change in Securities
         As of March 29,2002, the Registrant placed a call on its $600,000
         9.5% convertible subordinated notes due January 17,2003 and convertible
         into common stock at $1.00 per share. All note holders elected to
         convert their notes to common stock raising the outstanding common
         shares of the Company from 1,807,419 to 2,407,419 or an increase of
         33.2%

Item 3   Defaults Upon Senior Securities
         Control and Procedures

a) Evaluation of Disclosure Controls and Procedures.
Our Chief executive officer and our chief financial officer, after evaluating
our "disclosure controls and procedures" (as defined in Securities Exchange
Act of 1934 (he "Exchange Act) Rules 13a-14c and 15-d-14c)) as of a date
(the "Evaluation Date") within 90 days before the filing date of this Quarterly
report on Form 10-QSB, have concluded that as of the Evaluation Date, our
disclosure controls and procedures are effective to ensure that information
we are required to disclose in reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.

b) Changes in Internal Controls.

 Subsequent to the Evaluation Date, there were no significant changes in our
 internal controls or in other factors that could significantly affect our
 disclosure controls and procedures, nor were there any significant deficiencies
 or material weaknesses in our internal controls. As a result, no corrective
 action were required or undertaken.

Item 4   Submission of Matters to a Vote of Security Holders- Inapplicable

Item 5   Other Information -

 The Registrant has received a letter from Dynamic
 Power Corporation ("DPC") regarding a cash tender offer. DPC is a newly
 formed corporation holding binding commitments to acquire all of the
 shares of Clary Corporation common stock owned by Addmaster Corporation
 and certain members of the John G. Clary family. DPC proposes to
 acquire all of the outstanding shares of Clary Corporation common stock
 not already owned by Addmaster or the Clary Family at $2.00 per share
 in cash . On November 6,2002, DPC issued a press release announcing the
 tender offer.

 Clary has established an independent committee consisting of three
 members of its Board of Directors to evaluate the offer. The independent
 committee has  engaged The Mentor Group, an investing banking firm
 located in Westlake Village, California, for the purpose of evaluating
 the fairness of DPC's offer to the Clary Stockholders whose shares DPC
 is offering to purchase.

 A MARGER OR TENDER OFFERS FOR THE OUTSTANDING SHARES OF CLARY CORP.
 COMMON STOCK HAS NOT YET COMMENCED. IF A MERGER OR TENDER OFFER
 COMMENCES, EACH SECURITY HOLDER OF CLARY CORPORATION SHOULD READ
 THE PROXY STATEMENT OR TENDER OFFER STATEMENT WHEN IT BECOMES
 AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
 MERGER ORTENDER OFFER. ONCE A FILING IS MADE, SECURITY HOLDERS OF
 CLARY CORPORATION CAN OBTAIN THE PROXY STATEMENT OR TENDER OFFER
 STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES
 AND EXCHANGE COMMISSION'S WEB SITE HTTP://WWW.SEC.GOV. SECURITY
 HOLDERS OF CLARY CORPORATION MAY ALSO OBTAIN COPIES OF THE PROXY
 STATEMENT OR TENDER OFFER STATEMENT AND OTHER DOCUMENTS FILED WITH
 THE SECURITIES AND EXCHANGE COMMISSION FOR FREE BY CONTACTING
 DYNAMIC POWER CORPORATION WHEN THE DOCUMENTS BECOME AVAILABLE.


Item 6   Exhibits and Reports on Form 8K

(a) Exhibits
    99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C
         Section 1350

    99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C
         Section 1350

(b) Reports on Form 8-K
    None



SIGNATURES
----------

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

                                       CLARY CORPORATION
                                          (Registrant)

Date: November 8, 2002

         SIGNATURE                           TITLE
         =========                           =====


/s/ John G. Clary                 President, Chairman of the Board and
-----------------                  Chief Executive Officer
John G. Clary

/s/ Donald G. Ash                  Treasurer and Chief Financial Officer
-----------------
Donald G. Ash




















                               CERTIFICATIONS

I, John G. Clary, Chief Executive Officer of Clary corporation, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Clary Corporation;

2. Based on my knowledge, this quarterly 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 quarterly report.

3. Based on my knowledge the financial statements, and other financial
   information included in this quarterly report, fairly present in all material
   respects the financial condition, results of operation and cash flows of the
   registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosures controls and procedures (as defined
   in Rules 13a-14 and 15d-14 of the Exchange Act) for the registrant and we
  have:

a) designed such disclosures controls and procedures to ensure that material
   information relating to the registrant, including its consolidated subsi-
   diaries, is made known to us by others within those entities, particularly
   during the period in which this quarterly report is being prepared.

b) evaluated the effectiveness of the registrant's disclosures controls and
   procedures as of a date within 90 days prior to the filing date of this
   quarterly report (the "Evaluation Date");and

c) presented in this quarterly report our conclusions about the effectiveness of
   the disclosure controls and procedures based on our 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 records, 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 others
  employees who have significant role in the registrant's internal controls;
  and

6) The registrant's other certifying officer and I have indicated in this
  quarterly report whether or not there were significant changes in internal
  controls or in others factors that could significantly affect internal
  controls subsequent to the date of our most resent evaluation, including
  any corrective actions whit regard to significant deficiencies and material
  weaknesses.

Date : November 14, 2002

/s/John G Clary
John G.Clary,Chief Executive Officer
(Principal Executive Officer)




I, Donald G. Ash, Chief Financial Officer of Clary corporation, certify that:

1.I have reviewed this quarterly report on Form 10-QSB of Clary Corporation;

2.Based on my knowledge, this quarterly 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 quarterly report.

3.Based on my knowledge the financial statements, and other financial
  information included in this quarterly report, fairly present in all material
  respects the financial condition, results of operation and cash flows of the
  registrant as of ,and for, the periods presented in this quarterly report.

4.The registrant's other certifying officers and I are responsible for
  establishing and maintaining disclosures controls and procedures (as defined
  in Rules 13a-14 and 15d-14 of the Exchange Act) for the registrant and we
  have:

a)designed such disclosures controls and procedures to ensure that material
  information relating to the registrant, including its consolidated subsi-
  diaries, is made known to us by others within those entities, particularly
  during the period in which this quarterly report is being prepared.

b)evaluated the effectiveness of the registrant's disclosures controls and
  procedures as of a date within 90 days prior to the filing date of this
  quarterly report (the "Evaluation Date");and

c)presented in this quarterly report our conclusions about the effectiveness
  of the disclosure controls and procedures based on our 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 records, 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 others
  employees who have significant role in the registrant's internal controls;
  and

6.The registrant's other certifying officer and I have indicated in this
  quarterly report whether or not there were significant changes in internal
  controls or in others factors that could significantly affect internal
  controls subsequent to the date of our most resent evaluation, including
  any corrective actions whit regard to significant deficiencies and material
  weaknesses.


Date: November 14, 2002

/s/ Donald G.Ash
Donald G. Ash, Chief Financial Oficer
(Principal Executive Officer)







EXHIBIT 99.1

CERTIFICACION OF PERIODICS REPORT

I,John G. Clary,Chief Executive Officer of Clary Corporation (the "Company"),
certify,pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C
Section 1350, that:

(1) the Quarterly Report on Form 10-QSB of the Company for the quarterly period
ended September 30,2002 (the "Report") fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act. of 1934 (15 U.S.C
78m or 780)(d)); and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the company.

Dated: November 14,2002


/s/John G. Clary
John G. Clary
Chief Executive Officer
















EXHIBIT 99.2

CERTIFICACION OF PERIODICS REPORT

I,Donald G. Ash ,Chief Financial Officer of Clary Corporation (the "Company"),
certify,pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C
Section 1350, that:

(1) the Quarterly Report on Form 10-QSB of the Company for the quarterly period
ended September 30,2002 (the "Report") fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act. of 1934 (15 U.S.C
78m or 780)(d)); and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the company.

Dated: November 14,2002


/s/ Donald G. Ash
Donald G. Ash
Chief Financial Officer





























































                            CLARY CORPORATION
                          1960 S. WALKER AVENUE
                         MONROVIA, CALIFORNIA 91016
                                              U.S.A.



Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

Pursuant to the requirements of the Securities and Exchange Act of 1934,
We are transmitting herewith the attached Form 10-QSB.

Sincerely,

CLARY CORPORATION