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 period ended October 31, 2001

                                       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 number 0-14812

                           EDISON CONTROL CORPORATION
             (Exact name of registrant as specified in its charter)

          New Jersey                                         22-2716367
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                          Identification No.)

                               777 Maritime Drive
                                   PO Box 308
                         Port Washington, WI 53074-0308
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (262) 268-6800
              (Registrant's telephone number, including area code)



                    (Former name, former address and former
                   fiscal year, if changed since last report)

     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
    ---        ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

Common Stock, $.01 par value: 2,365,223 as of October 31, 2001


<PAGE>


                   EDISON CONTROL CORPORATION AND SUBSIDIARIES

                                      INDEX

                                                                      Form 10-Q
                                                                     Page Number
                                                                     -----------
                          Part I Financial Information

Item 1 Financial Statements

Condensed Consolidated Balance Sheets                                 Pages 2-3
  October 31, 2001 and
  January 31, 2001 (Unaudited)

Condensed Consolidated Statements of Income                           Pages 4-5
 and Comprehensive Income
  Three and Nine Months Ended October 31,
  2001 and 2000 (Unaudited)

Condensed Consolidated Statements of Cash Flows                       Pages 6-7
  Nine Months Ended October 31,
  2001 and 2000 (Unaudited)

Notes to Condensed Consolidated Financial                            Pages 8-11
 Statements (Unaudited)

Item 2 Management's Discussion and Analysis of                      Pages 11-13
 Operations and Financial Condition

Item 3 Quantitative and Qualitative Disclosures                     Pages 13-14
 About Market Risk

                            Part II Other Information


Item 6 Exhibits and Reports on Form 8-K                             Page 14 and
                                                                   Exhibit Index


<PAGE>



PART I.
Item 1
Financial Statements


                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      October 31, 2001 and January 31, 2001
                                   (Unaudited)

                                                 October 31,       January 31,
                                                    2001              2001
                                                 -----------       -----------
ASSETS
Current Assets:
  Cash and cash equivalents                      $   574,426       $   305,337
  Investments                                              0            95,000
  Trading securities                                  39,897           420,797
  Trade accounts receivable, net                   4,784,753         4,233,754
  Receivable from affiliate                           87,372           136,657
  Inventories, net                                 6,282,507         6,545,187
  Prepaid expenses and other assets                  221,701           261,025
  Refundable income taxes                                  0            62,150
  Note receivable                                          0           164,155
  Deferred income taxes                              195,000           240,000
                                                 -----------       -----------
     Total current assets                         12,185,656        12,464,062

Investment in and advances to affiliate              602,333           524,919

Deferred income taxes                                565,000           565,000

Property, plant and equipment, net                 6,826,429         7,359,953

Goodwill, net                                      8,051,606         8,225,801

Finance costs, net                                         0            42,498
                                                 -----------       -----------

TOTAL ASSETS                                     $28,231,024       $29,182,233
                                                 ===========       ===========


                                   (Continued)


                             See Accompanying Notes.


                                       2
<PAGE>


                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      October 31, 2001 and January 31, 2001
                                   (Unaudited)

                                   (Continued)


                                                 October 31,       January 31,
                                                    2001              2001
                                                 -----------       -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Trade accounts payable                         $   881,577       $ 1,056,501
  Accrued compensation                             1,002,275           984,011
  Taxes other than income taxes                       16,308            23,061
  Other accrued expenses                             572,169           451,737
  Income taxes payable                                32,674                 0
  Deferred compensation                              666,752           754,250
  Current maturities on long-term debt               159,141           159,141
                                                 -----------       -----------
  Total current liabilities                        3,330,896         3,428,701

Long-term debt, less current maturities            2,263,396         5,420,217
                                                 -----------       -----------

Total Liabilities                                  5,594,292         8,848,918


Shareholders' Equity:
Preferred stock, $.01 par value:
 1,000,000 shares authorized, none issued                  0                 0
Common stock, $.01 par value: 20,000,000
 shares authorized, 2,365,223 and 2,351,308
 shares issued and outstanding, respectively          23,652            23,513
Additional paid-in capital                        10,444,217        10,344,868
Retained earnings                                 12,361,992        10,120,873
Accumulated other comprehensive loss                (193,129)         (155,939)
                                                 -----------       -----------

Total Shareholders' Equity                        22,636,732        20,333,315
                                                 -----------       -----------

TOTAL LIABILITIES AND SHARHOLDERS' EQUITY        $28,231,024       $29,182,233
                                                 ===========       ===========


                             See Accompanying Notes.


                                       3
<PAGE>



<TABLE>
                        EDISON CONTROL CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                   THREE AND NINE MONTHS ENDED OCTOBER 31, 2001 AND 2000
                                        (Unaudited)

<CAPTION>
                                        Three months ended             Nine months ended
                                            October 31,                   October 31,
                                    --------------------------    --------------------------
                                        2001           2000           2001           2000
                                    -----------    -----------    -----------    -----------
                                            (In thousands except for per share data)

<S>                                 <C>            <C>            <C>            <C>
NET SALES                           $6,882,955     $5,907,515     $20,674,238    $19,565,588

COST OF GOODS SOLD                   4,271,563      3,799,517      12,903,155     12,177,916
                                    ----------     ----------     -----------    -----------

GROSS PROFIT                         2,611,392      2,107,998       7,771,083      7,387,672

OTHER OPERATING EXPENSES:
  Selling, engineering and
   administrative expenses           1,151,800      1,075,278       3,628,931      3,628,562
  Amortization                          98,463         59,103         216,693        177,309
                                    ----------     ----------     -----------    -----------
     Total other operating
      expenses                       1,250,263      1,134,381       3,845,624      3,805,871
                                    ----------     ----------     -----------    -----------

OPERATING INCOME                     1,361,129        973,617       3,925,459      3,581,801

OTHER (INCOME) EXPENSE:
  Interest expense                      26,828        120,037         158,131        438,055
  Realized losses (gains)
   on trading securities               104,925        (23,379)        169,919       (145,750)
  Unrealized (gains) losses
   on trading securities              (128,546)       170,149         (25,545)       296,624
  Miscellaneous income                 (12,504)       (12,355)        (77,125)       (68,449)
                                    ----------     ----------     -----------    -----------
     Total other (income)
      expense                           (9,297)       254,452         225,380        520,840
                                    ----------     ----------     -----------    -----------

INCOME FROM CONTINUING
  OPERATIONS BEFORE INCOME
   TAXES                             1,370,426        719,165       3,700,079      3,061,321

PROVISION FOR INCOME TAXES             546,480        288,020       1,458,960      1,213,731
                                    ----------     ----------     -----------    -----------

INCOME FROM CONTINUING
 OPERATIONS                            823,946        431,145       2,241,119      1,847,590
</TABLE>


                                        (Continued)


                                  See Accompanying Notes


                                            4
<PAGE>




<TABLE>
                        EDISON CONTROL CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                   THREE AND NINE MONTHS ENDED OCTOBER 31, 2001 AND 2000
                                        (Unaudited)
                                        (Continued)

<CAPTION>
                                        Three months ended             Nine months ended
                                            October 31,                   October 31,
                                    --------------------------    --------------------------
                                        2001           2000           2001           2000
                                    -----------    -----------    -----------    -----------
                                            (In thousands except for per share data)

<S>                                 <C>            <C>            <C>            <C>
DISCONTINUED OPERATIONS (Note 4):
  Loss from operations of
   discontinued Gilco division
   net of income taxes (credit)
   of $0, $(46,000), $0 and
   $(60,000), respectively          $        0     $  (71,141)    $         0    $   (92,698)

  Loss on disposal of Gilco
   division, net of income taxes
   (credit) of $0, $(7,000), $0
   and $(7,000), respectively                0        (12,379)              0        (12,379)
                                    ----------     ----------     -----------    -----------

NET INCOME                             823,946        347,625       2,241,119      1,742,513

OTHER COMPREHENSIVE INCOME
 (LOSS) -
  Foreign currency translation
   adjustment                           21,393        (34,713)        (37,190)      (206,637)
                                     ----------     ----------     -----------    -----------

COMPREHENSIVE INCOME                $  845,339     $  312,912     $ 2,203,929    $ 1,538,876
                                    ==========     ==========     ===========    ===========

Income (loss) per share:
  Basic:
    Income from
     continuing operations          $      .35     $      .18     $       .95    $       .79
    Loss from
     discontinued operations               .00           (.03)            .00           (.05)
    Loss on disposal of
     discontinued operations               .00            .00             .00            .00
                                    ----------     ----------     -----------    -----------

NET INCOME                          $      .35     $      .15     $       .95    $       .95
                                    ==========     ==========     ===========    ===========
  Diluted:
    Income from
     continuing operations          $      .30     $      .15     $       .81    $       .63
    Loss from
     discontinued operations               .00           (.03)            .00           (.03)
    Loss on disposal of
     discontinued operations               .00            .00             .00            .00
                                    ----------     ----------     -----------    -----------

NET INCOME                          $      .30     $      .12     $       .81    $       .60
                                    ==========     ==========     ===========    ===========
</TABLE>


                                  See Accompanying Notes.


                                            5
<PAGE>


                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   NINE MONTHS ENDED OCTOBER 31, 2001 AND 2000
                                   (Unaudited)


                                                       2001            2000
                                                   -----------      -----------

Net income                                         $ 2,241,119      $ 1,742,513

Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation and amortization                        914,163          848,739
  Provision for doubtful accounts                      164,830          116,472
  Loss on sale of Gilco division                             0           19,378
  Realized loss (gain) on sales of trading
   securities                                          169,919         (145,750)
  Unrealized (gain) loss on trading securities         (25,545)         296,624
  Purchases of trading securities                            0          (80,782)
  Proceeds from the sale of trading securities         236,526          585,491
  Equity in earnings of affiliate                      (77,414)         (45,000)

Changes in assets and liabilities:
  Accounts receivable                                 (715,829)         158,613
  Receivable from affiliate                             49,285          (93,906)
  Inventories                                          262,680          221,517
  Prepaid expenses and other assets                     39,324           45,652
  Trade accounts payable                              (174,924)         108,372
  Accrued compensation                                  18,264           43,968
  Taxes other than income taxes                         (6,753)         (18,476)
  Other accrued expenses                               120,432          (50,281)
  Deferred income taxes                                 10,876         (115,000)
  Income taxes payable                                 110,938         (264,167)
                                                   -----------      -----------

    Total adjustments                                1,096,772        1,631,464
                                                   -----------      -----------

NET CASH PROVIDED BY OPERATING ACTIVITIES            3,337,891        3,373,977
                                                   -----------      -----------

Cash flows from investing activities:
     Additions to plant and equipment                 (163,946)        (215,042)
     Proceeds from sale of Gilco division                    0          400,000
      Payments received from note receivable           164,155                0
     Maturity of certificate of deposit                 95,000                0
                                                   -----------      -----------

NET CASH PROVIDED BY INVESTING ACTIVITIES               95,209          184,958
                                                   -----------      -----------

                                   (Continued)

                             See Accompanying Notes.


                                       6
<PAGE>



                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   NINE MONTHS ENDED OCTOBER 31, 2001 AND 2000
                                   (Unaudited)

                                   (Continued)

                                                       2001            2000
                                                   -----------      -----------

Cash flows from financing activities:
  Proceeds from issuance of long-term debt         $         0      $   600,000
  Principal payments on long-term debt              (3,156,821)      (3,382,295)
  Stock options exercised                               30,000                0
                                                   -----------      -----------

NET CASH USED IN FINANCING ACTIVITIES               (3,126,821)      (3,082,295)
                                                   -----------      -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                (37,190)        (203,637)
                                                   -----------      -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS              269,089          273,003

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD         305,337          539,586
                                                   -----------      -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD           $   574,426      $   812,589
                                                   ===========      ===========

Supplemental disclosure of cash flow
 information:

Cash paid during the period for income taxes       $ 1,337,146      $ 1,525,898
Cash paid during the period for interest               172,790          441,101

Supplemental disclosure of non-cash
 investing activities:

Note receivable received from sale of
 Gilco division                                                     $   164,155



                             See Accompanying Notes.


                                       7
<PAGE>


                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 1 -  Basis of Presentation
-------------------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these
statements do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal, recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three- and nine-month
periods ending October 31, 2001 are not necessarily indicative of the results
that may be expected for other interim periods or the year ending January 31,
2002. For further information, refer to the financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year ended
January 31, 2001.


Note 2 -  Nature of Business and Accounting Policies
----------------------------------------------------

Principles of Consolidation - The condensed consolidated financial statements
include the accounts of Edison Control Corporation ("Edison") and subsidiaries,
all of which subsidiaries are wholly owned by Edison (collectively, the
"Company"). All material intercompany accounts and transactions have been
eliminated in consolidation.

Trading Securities - Debt and equity securities purchased and held principally
for the purpose of sale in the near term are classified as "trading securities"
and reported at fair value with unrealized gains and losses included in
earnings. The cost of individual securities sold is based on the first-in,
first-out method.

Estimates - The preparation of 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 the reported amounts of
revenues and expenses during the reported period. Actual results could differ
from those estimates.

Translation of Foreign Currencies - Assets and liabilities of foreign operations
are translated into United States dollars at current exchange rates. Income and
expense accounts are translated into United States dollars at average rates of
exchange prevailing during the period. Adjustments resulting from the
translation of financial statements of the foreign operations are included as
foreign currency translation adjustments in other comprehensive income.



                                       8
<PAGE>




Income From Continuing Operations Per Share - Reconciliation of the numerator
and denominator of the basic and diluted income from continuing operations per
share computations for the three and nine-month periods ended October 31, 2001
and 2000 are summarized below.

<TABLE>
<CAPTION>
                                        Three months ended             Nine months ended
                                            October 31,                   October 31,
                                    --------------------------    --------------------------
                                        2001           2000           2001           2000
                                    -----------    -----------    -----------    -----------

<S>                                 <C>            <C>            <C>            <C>
Basic:
  Income from continuing
   operations (numerator)           $   823,946    $   431,145      $ 2,241,119  $ 1,847,590

  Weighted average shares
   outstanding (denominator)          2,365,223      2,351,308        2,364,527    2,351,308

  Income from continuing
   operations per share-basic       $       .35    $       .18      $       .95  $       .79

Diluted:
  Income from continuing
   operations (numerator)           $   823,946    $   431,145      $ 2,241,119  $ 1,847,590

  Weighted average shares
   outstanding                        2,365,223      2,351,308        2,364,527    2,351,308

  Effect of dilutive securities:
    Stock options                        58,358        145,440           68,974      174,225
    Stock warrants                      313,650        373,384          321,650      391,349
  Weighted average shares
   outstanding (denominator)          2,737,231      2,870,132        2,755,151    2,916,882

  Income from continuing
   operations per share-diluted     $       .30    $       .15      $       .81  $       .63
</TABLE>


New Accounting Standards - In May 2000, the Emerging Issues Task Force ("EITF")
reached consensus on Issue No. 00-10, "Accounting for Shipping and Handling Fees
and Costs." EITF 00-10 provides guidance on the financial reporting of shipping
and handling fees and costs in the condensed consolidated statements of income
and comprehensive income. Effective February 1, 2000, the Company adopted EITF
00-10 and, as a result, amounts billed to a customer in a sale transaction
related to shipping costs are reported as net sales and the related costs
incurred for shipping are reported as cost of goods sold. The Company previously
reported shipping costs as a reduction of net sales. Prior period condensed
consolidated financial statements have been reclassified to conform to the new
requirements.

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 is effective for the Company beginning February 1, 2002,
and applies to goodwill and other intangible assets recognized in the Company's
balance sheet as of that date, regardless of when those assets were initially
recognized. The Company is


                                       9
<PAGE>


currently evaluating the provisions of SFAS No. 142 and has not determined the
impact that SFAS No. 142 will have on its consolidated financial statements.

Reclassifications - Certain amounts previously reported have been reclassified
to conform with the current presentation.

Note 3 - Acquisitions
---------------------

On November 1, 2001, the Company purchased the remaining 50% of the outstanding
common stock of South Houston Hose Company, Inc. ("South Houston Hose") from the
seller for $800,000, which consisted of a cash payment of $300,000 and a note
payable in the principal amount of $500,000. As of October 31, 2001, the Company
owned 50% of the outstanding common stock of South Houston Hose and accounted
for the investment by the equity method. South Houston Hose is a distributor of
concrete pumping systems and accessories and industrial hose and fittings. Net
sales of South Houston Hose for the nine-month period ended October 31, 2001
were approximately $2,975,000.

Note 4 - Discontinued Operations
--------------------------------

On September 29, 2000, the Company sold the inventory, tooling and intangible
assets of its Gilco division to a third party for $400,000 cash and a
non-interest bearing note receivable for $164,155 which was collected in March,
2001. Gilco had supplied portable concrete and mortar/plaster mixers to various
customers. The sale resulted in a loss of $12,379, net of income taxes.

The results of operations of the Gilco division have been presented as
discontinued operations. Net sales of the Gilco division for the three and
nine-month periods ended October 31, 2000 were $253,580 and $1,227,760,
respectively.

Note 5 - Segment Information
----------------------------

The Company's operating segments are organized based on the nature of products
and services provided. The Company is currently comprised of two operating
segments. Construction Forms ("ConForms") is a leading manufacturer and
distributor of systems of pipes, couplings and hoses and other equipment used
for the pumping of concrete. ConForms manufactures a wide variety of finished
products which are used to create appropriate configurations of systems for
various concrete pumps. Ultra Tech manufactures abrasion resistant piping
systems for use in industries such as mining, pulp and paper, power and waste
treatment. Segment information for the three and nine-month periods ended
October 31, 2001 and 2000 follows:

                                 Three Months Ended October 31,
                                 ------------------------------

                             2001                              2000
                ------------------------------    ------------------------------
                                   Operating                         Operating
                     Net            Income            Net             Income
                    Sales           (Loss)           Sales            (Loss)
                ------------     -------------    ------------     -------------

ConForms        $  5,433,977     $  1,184,409     $  5,280,748     $  1,035,352
Ultra Tech         1,448,978          251,608          626,767           33,073
Edison                                (74,888)                          (94,808)
                ------------     ------------     ------------     ------------

Total           $  6,882,955     $  1,361,129     $  5,907,515     $    973,617
                ============     ============     ============     ============


                                       10
<PAGE>


                                  Nine Months Ended October 31,
                                  -----------------------------

                             2001                              2000
                ------------------------------    ------------------------------
                                   Operating                         Operating
                     Net            Income            Net             Income
                    Sales           (Loss)           Sales            (Loss)
                ------------     -------------    ------------     -------------

ConForms        $ 17,504,074     $  3,753,350     $ 17,705,408     $  4,065,395
Ultra Tech         3,170,164          474,660        1,860,180           28,282
Edison                               (302,551)                         (511,876)
                ------------     ------------     ------------     ------------

Total           $ 20,674,238     $  3,925,459     $ 19,565,588     $  3,581,801
                ============     ============     ============     ============


Note 6 - Inventories

Inventories consisted of the following:

                                                October 31,       January 31,
                                                   2001              2001
                                                -----------       -----------

     Raw Materials                              $ 3,119,347       $ 3,455,928
     Work-in-process                              1,189,192         1,271,956
     Finished Goods                               2,202,968         2,001,303
                                                -----------       -----------
                                                  6,511,507         6,729,187

     Less-reserve to reduce carrying
      value to LIFO cost                           (229,000)         (184,000)
                                               ------------      ------------
     Net inventories                           $  6,282,507      $  6,545,187
                                               ============      ============


Item 2.

Management's Discussion and Analysis of Operations and Financial Condition
--------------------------------------------------------------------------
Certain matters discussed in this Quarterly Report on Form 10-Q are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes",
"anticipates", "expects", or words of similar import. Similarly, statements that
describe the Company's future plans, objectives or goals are also
forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties, including, but not limited to, new product
advancements by competition, significant changes in industry technology,
economic or political conditions in the countries in which the Company does
business, the continued availability of sources of supply, the availability and
consummation of favorable acquisition opportunities, increasing competitive
pressures on pricing and other contract terms, economic factors affecting the
Company's customers and stock price variations affecting the Company's
securities trading portfolio. These factors could cause actual results to differ
materially from those anticipated as of the date of this report. Shareholders,
potential investors and other readers are urged to consider these factors in
evaluating the forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements. The forward-looking statements
included herein are only made as of the date of this report and the Company
undertakes no obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances.


                                       11
<PAGE>


Net sales for the three months ended October 31, 2001 increased $975,440 (16.5%)
to $6,882,955 compared with net sales for the same period of the prior year. For
the first nine months of this fiscal year, net sales increased $1,108,650 (5.7%)
to $20,674,238. The increase was due largely to increases in Ultra Tech project
sales for the three months ended October 31, 2001. Ultra Tech's sales volume
will continue to fluctuate based on its ability to attain large project sales in
the industries it serves.

Gross margin for the three months ended October 31, 2001 increased to 37.9% from
35.7%. The higher margins were due largely to improved coverage of fixed
overhead costs by the increased Ultra Tech project sales. Gross margin for the
nine months ended October 31, 2001 was 37.6% compared to 37.8% for the nine
months ended October 31, 2000. Higher group insurance costs related to increased
claim payments were offset by the improved coverage of fixed overhead costs by
the increased Ultra Tech project sales. Selling, engineering and administrative
expenses for the three and nine-month periods ended October 31, 2001 increased
$76,522 (7.1%) and $369, respectively. The increase for the three month period
ended October 31, 2001 was due largely to increased sales and marketing
expenses. Increased sales and marketing expenses for nine-month period were
offset by legal and professional expenses during the three months ended April
30, 2000 which related to discussions held with various parties interested in
acquiring all of Edison's common stock.

Interest expense decreased to $26,828 and $158,131 for the three and nine-month
periods ended October 31, 2001 compared to $120,037 and $438,055 for the same
periods ended October 31, 2000. The decrease was due to lower debt balances.

The Company had a net gain on trading securities of $23,621 and a net loss on
trading securities of $144,374 for the three and nine-month periods ended
October 31, 2001, respectively compared to a $146,770 and $150,874 net loss for
the same periods of the prior year.

The amortization of goodwill and financing costs resulted in a total non-cash
charge of $216,693 for the nine months ended October 31, 2001 compared to
$177,309 for the prior year nine-month period.

The Company recorded tax expense from continuing operations of $1,458,960 for
the nine months ended October 31, 2001, which represented an estimated annual
effective tax rate of 39.4% applied to pre-tax income. Deferred income taxes
reflect the net tax effects of temporary differences between the carrying amount
of assets and liabilities for financial statement reporting purposes and the
amounts used for income tax purposes.

Income from continuing operations of $823,946, or $.35 and $.30 per share, basic
and diluted, respectively, for the three months ended October 31, 2001 was
$392,801 (91.1%) higher than income from continuing operations of $431,145, or
$.18 and $.15 per share, basic and diluted, for the comparable period of the
prior year. The change was principally due to the increase in net sales of
$975,440 for the three months ended October 31, 2001 compared to the same period
of the prior year. For the nine months ended October 31, 2001, income from
continuing operations of $2,241,119, or $.95 and $.81 per basic and diluted
share, respectively, was $393,529(21.3%) higher than income from continuing
operations of $1,847,590 or $.79 and $.63 per basic and diluted share,
respectively, in the comparable period of the prior year. The change was
principally


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<PAGE>


due to the increase in net sales of $1,108,650 for the nine months ended October
31, 2001 compared to the same period of the prior year.

Liquidity and Capital Resources
-------------------------------

The Company generated $3,337,891 in cash from operations during the first nine
months of fiscal 2001, compared to cash flow generated by operations of
$3,373,977 for the same period last year. The Company received $164,155 in
March, 2001 from a note receivable relating to the sale of the Gilco division
and $95,000 in May, 2001 from the maturity of a certificate of deposit. The
Company used $163,946 in cash to acquire capital equipment during the nine
months ended October 31 and $3,156,821 for payments on long-term debt. The
result was a net increase in cash and cash equivalents of $269,089 for the first
nine months of fiscal 2001 compared to a net increase of $273,003 in the prior
year's first nine months.

The Company believes that it can fund proposed capital expenditures and
operational requirements from operations and currently available cash and cash
equivalents, investments, trading securities and existing bank credit lines.
Proposed capital expenditures for the fiscal year ending January 31, 2002 are
expected to total approximately $500,000, compared to $478,872 for the fiscal
year ended January 31, 2001.

The Company plans to repurchase up to 750,000 shares of its outstanding common
stock and intends to fund its repurchases from its available cash resources,
together with any potential liquidation of some or all of its securities
investment portfolio and necessary borrowings under the Company's existing or
new bank credit facilities. As of November 30, 2001, there were commitments to
repurchase in excess of 500,000 shares.

The Company intends to continue to pursue plans to expand its businesses, both
internally and through potential acquisitions. The Company currently anticipates
that any potential acquisitions would be financed primarily by internally
generated funds, additional borrowings or the issuance of the Company's stock.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------

The Company is exposed to interest rate risk, foreign currency risk and equity
price risk. These risks include changes in U.S interest rates, changes in
foreign currency exchange rates as measured against the U.S. dollar and changes
in the prices of stocks traded on the U.S. markets.

Interest Rate Risk
------------------

The Company's debt obligations, which totaled $2,422,537 as of October 31, 2001,
are subject to interest rate risk. Most of the borrowings are based on a
floating rate. Based on the October 31, 2001 balance, an increase of one percent
in the interest rate on the Company's loans would cause an increase in interest
expense of approximately $25,000, or $.01 per diluted share, net of taxes, on an
annual basis. The Company currently does not use derivatives to fix variable
rate interest obligations.


                                       13
<PAGE>


Foreign Currency Risk
---------------------

The Company has foreign operations in the United Kingdom and Malaysia. Sales and
purchases are typically denominated in the British pound, Malaysian ringgit,
German mark, Singapore dollar or U.S. dollar, thereby creating exposures to
changes in exchange rates. The changes in exchange rates may positively or
negatively affect the Company's sales, gross margins and retained earnings. The
Company does not enter into foreign exchange contracts but attempts to minimize
currency exposure risk through working capital management. There can be no
assurance that such an approach will be successful, especially in the event of a
significant and sudden decline in the value of a currency.


Equity Price Risk
-----------------

As of October 31, 2001, the Company held $39,897 in trading securities of
various domestic companies. The market value of these investments is subject to
fluctuation.


PART II.

Item 6.

Exhibits
--------

There are no exhibits filed or incorporated by reference herin.

Reports on Form 8-K
-------------------

The Company filed a current report on Form 8-K on November 7, 2001 relating to
the Board of Directors' authorization to repurchase up to 750,000 shares of its
outstanding common stock. The repurchases are to be effected from time to time
in the open market, pursuant to privately negotiated transactions or otherwise.
The repurchased shares will be held in the Company's treasury pending potential
future issuance in connection with employee stock option plans, potential future
acquisitions or other general corporate purchases. The Company intends to fund
its repurchases from its available cash resources, together with any potential
liquidation of some or all of its securities investment portfolio and necessary
borrowings under the Company's existing or new bank credit facilities. As of
November 7, 2001, the Company had 2,365,223 shares outstanding.



                                       14
<PAGE>






                                   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.


                                                  EDISON CONTROL CORPORATION
(Registrant)



Date: November 30, 2001                           /s/  Jay R. Hanamann
                                                  ---------------------------
                                                       Jay R. Hanamann
                                                  (Chief Financial Officer)




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<PAGE>



                           Edison Control Corporation

                                  Exhibit Index

Exhibit No.                         Description
-----------                         -----------

None




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