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 April 30, 2003

                                       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

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).   Yes   No X

                      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: 1,638,595 as of April 30, 2003


<PAGE>

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES

                                      INDEX


                                                                     Page Number
                          Part I Financial Information               -----------

Item 1: Financial Statements
        --------------------

        Condensed Consolidated Balance Sheets
          April 30, 2003 and January 31, 2003 (Unaudited)                2 - 3

        Condensed Consolidated Statements of Income and
          Comprehensive Income
          Three months ended April 30, 2003 and 2002 (Unaudited)             4

        Condensed Consolidated Statements of Cash Flows
          Three months ended April 30, 2003 and 2002 (Unaudited)         5 - 6

        Notes to Condensed Consolidated Financial Statements
          (Unaudited)                                                   7 - 10

Item 2: Management's Discussion and Analysis of Operations
        --------------------------------------------------
        and Financial Condition                                        10 - 12
        -----------------------

Item 3: Quantitative and Qualitative Disclosures About Risk            12 - 13
        ---------------------------------------------------

Item 4: Controls and Procedures                                             13
        -----------------------


                            Part II Other Information

Item 6: Exhibits and Reports on Form 8-K                               13 - 14

                                 Certifications



                                       1
<PAGE>



PART I.
Item 1
Financial Statements

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       April 30, 2003 and January 31, 2003
                                   (Unaudited)

                                                   April 30,       January 31,
                                                     2003             2003
                                                  -----------      -----------
ASSETS
Current Assets:
   Cash and cash equivalents                      $   396,263      $   586,520
   Trading securities                                  35,411           37,475
   Accounts receivable, net                         5,298,808        4,249,057
   Inventories, net                                 6,750,741        7,122,512
   Prepaid expenses and other assets                  283,282          297,017
   Deferred income taxes                              260,000          260,000
                                                  -----------      -----------

      Total current assets                         13,024,505       12,552,581

Deferred income taxes                                 685,000          685,000

Property, plant and equipment, net                  6,274,746        6,464,602

Goodwill                                            8,130,000        8,130,000
                                                  -----------      -----------


TOTAL ASSETS                                      $28,114,251      $27,832,183
                                                  ===========      ===========



                                   (Continued)


                             See Accompanying Notes.


                                       2
<PAGE>

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       April 30, 2003 and January 31, 2003
                                   (Unaudited)

                                   (Continued)

                                                   April 30,       January 31,
                                                     2003             2003
                                                  -----------      -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
      Trade accounts payable                      $ 1,029,279      $ 1,001,981
      Accrued compensation                            669,917          962,812
      Taxes other than income taxes                    44,695           16,325
      Other accrued expenses                          491,181          438,822
      Income taxes payable                            208,227           34,045
      Current maturities on long-term debt            159,902          159,902
                                                  -----------      -----------
   Total current liabilities                        2,603,201        2,613,887

Long-term debt, less current maturities             4,948,363        5,100,801
                                                  -----------      -----------

Total Liabilities                                   7,551,564        7,714,688

Shareholders' Equity:
Preferred stock, $.01 par value: 1,000,000
 shares authorized, none issued
Common stock, $.01 par value: 20,000,000
 shares authorized, 2,390,223 shares issued            23,902           23,902
Additional paid-in capital                         11,363,219       11,363,219
Retained earnings                                  14,442,326       13,980,740
Accumulated other comprehensive (loss) income          (5,364)          11,030
                                                  -----------      -----------
                                                   25,824,083       25,378,891
Less treasury stock at cost:
   751,628 shares                                  (5,261,396)      (5,261,396)
                                                  -----------      -----------


Total Shareholders' Equity                         20,562,687       20,117,495
                                                  -----------      -----------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                            $28,114,251      $27,832,183
                                                  ===========      ===========


                             See Accompanying Notes.


                                       3
<PAGE>

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                   THREE MONTHS ENDED APRIL 30, 2003 AND 2002
                                   (Unaudited)

                                                     2003             2002
                                                 -----------      -----------

NET SALES                                        $ 7,176,743      $ 6,855,369
COST OF GOODS SOLD                                 4,455,790        4,424,547
                                                 -----------      -----------

GROSS PROFIT                                       2,720,953        2,430,822

OTHER OPERATING EXPENSES:
   Selling, engineering and
    administrative expenses                        2,003,247        1,483,089
                                                 -----------      -----------
          Total other operating expenses           2,003,247        1,483,089
                                                 -----------      -----------

OPERATING INCOME                                     717,706          947,733

OTHER EXPENSE (INCOME):
   Interest expense                                   37,517           44,239
   Unrealized losses on trading securities             2,064            5,797
   Miscellaneous income                              (74,017)          (3,447)
                                                 -----------      -----------
          Total other (income) expense               (34,436)          46,589
                                                 -----------      -----------

INCOME BEFORE INCOME TAXES                           752,142          901,144

PROVISION FOR INCOME TAXES                           290,556          323,330
                                                 -----------      -----------

NET INCOME                                           461,586          577,814

OTHER COMPREHENSIVE (LOSS) INCOME -
   Foreign currency translation adjustment           (16,394)          85,859
                                                 -----------      -----------

COMPREHENSIVE INCOME                             $   445,192      $   663,673
                                                 ===========      ===========

NET INCOME PER SHARE:
Net income per share - basic                     $      0.28      $      0.32

Net income per share - diluted                   $      0.22      $      0.25


                             See Accompanying Notes.


                                       4
<PAGE>


                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED APRIL 30, 2003 AND 2002
                                   (Unaudited)


                                                      2003           2002
                                                  -----------    -----------

OPERATING ACTIVITIES:
Net income                                        $   461,586    $   577,814
Adjustments to reconcile net income to net
 cash provided by operating activities:
   Depreciation and amortization                      234,137        251,217
   Provision for doubtful accounts                     72,677        128,828
   Unrealized loss on trading securities                2,064          5,797

Changes in assets and liabilities:
   Accounts receivable                             (1,122,428)      (532,768)
   Inventories                                        371,771        142,810
   Prepaid expenses and other assets                   13,735         44,056
   Trade accounts payable                              27,298       (201,464)
   Accrued compensation                              (292,895)      (698,920)
   Taxes other than income taxes                       28,370         (2,490)
   Other accrued expenses                              52,359         47,208
   Deferred income taxes                                    0         (5,000)
   Income taxes payable                               174,182        278,962
                                                  -----------    -----------

   NET CASH PROVIDED BY
   OPERATING ACTIVITIES                                22,856         36,050
                                                  -----------    -----------

INVESTING ACTIVITIES:
   Additions to plant and equipment                   (44,281)      (245,040)
                                                  -----------    -----------

NET CASH USED IN INVESTING ACTIVITIES                 (44,281)      (245,040)
                                                  -----------    -----------


                                   (Continued)


                             See Accompanying Notes.


                                       5
<PAGE>

                   EDISON CONTROL CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED APRIL 30, 2003 AND 2002
                                   (Unaudited)

                                   (Continued)


                                                         2003           2002
                                                     -----------    -----------

FINANCING ACTIVITIES:
   Proceeds from issuance of long-term debt          $        0     $  900,000
   Purchases of treasury stock                                0       (254,408)
   Payments on long-term debt                          (152,438)      (652,343)
                                                     ----------     ----------

NET CASH USED IN FINANCING ACTIVITIES                  (152,438)        (6,751)
                                                     ----------     ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                 (16,394)        85,859
                                                     ----------     ----------

NET DECREASE IN CASH AND CASH EQUIVALENTS              (190,257)      (129,882)

CASH AND CASH EQUIVALENTS, BEGINNING OF
 PERIOD                                                 586,520        472,352
                                                     ----------     ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD             $  396,263     $  342,470
                                                     ==========     ==========



Supplemental disclosure of cash flow information:

Cash paid during the period for income taxes         $ 116,374      $  64,007
Cash paid during the period for interest                33,056         33,928




                             See Accompanying Notes.



                                       6
<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-month period
ending April 30, 2003 are not necessarily indicative of the results that may be
expected for other interim periods or for the fiscal year ended January 31,
2004. 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, 2003.

Note 2 -  Nature of Business

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

Nature of Operations - The Company is currently comprised of the following
operations. Construction Forms ("ConForms") is a leading manufacturer and
distributor of systems of pipes, couplings, 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. South Houston Hose ("SHH") is a distributor of industrial hose and
fittings.

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.

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 for
the periods and capital accounts have been translated using historical rates.
The resulting translation adjustments are recorded as other comprehensive income
or loss.

New Accounting Standards - In December 2002, the FASB issued SFAS No. 148,
"Accounting for Stock-Based Compensation--Transition and Disclosure, an
amendment of FASB Statement No. 123." SFAS No. 148 provides alternative methods
of transition to the fair value method of accounting for stock-based employee
compensation and also amends the disclosure provisions of SFAS No. 123. The
Company adopted only the disclosure portion of SFAS No. 148. Thus, such
statement


                                       7
<PAGE>

will not have an impact on the Company's consolidated financial statements.
There was no stock based compensation expense included in net income for the
three months ended April 30, 2003 or 2002, respectively. There would have been
no stock based compensation expense determined under the fair value based method
for the three months ended April 30, 2003 or 2002.

In November 2002, the FASB issued Interpretation ("FIN") No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." FIN No. 45 requires that a guarantor must
recognize, at the inception of a guarantee, a liability for the fair value of
the obligation that it has undertaken in issuing a guarantee. FIN No. 45 also
addresses the disclosure requirements that a guarantor must include in its
financial statements ending after December 15, 2002. The initial recognition and
measurement provisions of this interpretation are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002. FIN No. 45 also
requires disclosure regarding the Company's product warranty liability (see Note
5). Adoption of FIN No. 45 did not have an impact on the Company's consolidated
financial statements.

Net Income Per Share - Reconciliation of the numerator and denominator of the
basic and diluted per share computations for the three months ended April 30,
2003 and 2002 are summarized as follows:

                                                            2003         2002
Basic:                                                   ----------   ----------
   Net income  (numerator)                               $  461,586   $  577,814
   Weighted average shares outstanding (denominator)      1,638,595    1,786,064
   Net income per share - basic                          $     0.28   $     0.32
Diluted:
   Net income  (numerator)                               $  461,586   $  577,814
   Weighted average shares outstanding                    1,638,595    1,786,064
   Effect of dilutive securities:
           Stock options                                     57,803      136,727
Stock warrants                                              370,711      374,549
                                                         ----------   ----------
   Weighted average shares outstanding (denominator)      2,067,109    2,297,340

   Net income per share - diluted                        $     0.22   $     0.25

Note 3 - Segment Information

The Company's operating segments are organized based on the nature of products
and services provided. A description of the nature of the segments' operations
and their accounting policies is contained in Note 2. Segment information for
the three months ended April 30, 2003 and 2002 follows:

                              2003                            2002
                   ---------------------------     ---------------------------
                       Net         Operating           Net         Operating
                      Sales      Income (Loss)        Sales      Income (Loss)
                   -----------   -------------     -----------   -------------
ConForms           $ 5,810,388    $ 1,214,060      $ 5,281,535    $ 1,020,382
Ultra Tech             795,869        137,262          927,466         27,147
SHH                    570,486        (26,544)         646,368          1,701
Edison                               (607,072)                       (101,497)
                   -----------    -----------      -----------    -----------
Total              $ 7,176,743    $   717,706      $ 6,855,369    $   947,733


                                       8
<PAGE>

Note 4 - Inventories

Inventories consisted of the following:
                                                        April 30,    January 31,
                                                          2003          2003
                                                      -----------   -----------
Raw Materials                                         $ 3,493,826   $ 3,639,169
Work-in-process                                         1,239,462     1,391,795
Finished Goods                                          2,147,453     2,206,548
                                                      -----------   -----------
                                                        6,880,741     7,237,512
Less-reserve to reduce carrying value to LIFO cost       (130,000)     (115,000)
                                                      -----------   -----------
Net inventories                                       $ 6,750,741   $ 7,122,512
                                                      ===========   ===========

Note 5  - Warranty Accrual

The Company provides warranties for specific product lines and accrues for
estimated future warranty cost in the period in which the sale is recorded. The
Company calculates its reserve requirements based on historic warranty loss
experience that is periodically adjusted for recent actual experience. The
following is an analysis of the Company's product warranty reserve for the three
months ended April 30, 2003 and 2002:
                                            Three Months Ended April 30,
                                            ----------------------------
                                               2003              2002
Warranty Reserve:                           ----------        ----------
   Beginning of year balance                $  65,000         $ 120,000
   Additions                                   27,000            30,000
   Usage                                       (6,337)          (10,071)
   End of Period Balance                    $  85,663         $ 139,929


Note 6  - Going Private Transaction

On April 1, 2003, the Company filed a Form 8-K disclosing that its Board of
Directors approved a proposal from its majority shareholder and Chairman of the
Board and its Chief Executive Officer to engage in a going-private transaction.
Such transaction is to be structured as a one-for-66,666 reverse stock split in
which shareholders owning less than one share as a result of the reverse stock
split will receive cash in an amount equal to $7.00 per pre-split share in lieu
of receiving fractional shares. The Chairman and Chief Executive Officer
together currently beneficially own 71% of the Company's common shares. In
conjunction with the reverse stock split, the Company intends to enter into
individual option cancellation agreements with each person holding options to
acquire the Company's common stock (with the exception of the Chief Executive
Officer, whose options will remain outstanding). It is anticipated that as a
result of these transactions, the Chairman and Chief Executive Officer will
remain as the only two shareholders of the Company. The terms and conditions of
the reverse stock split and the cash consideration to be received by the
Company's minority shareholders were unanimously approved by the Board of
Directors (with the Chairman and Chief Executive Officer abstaining), based on
the recommendation of a Special Committee composed entirely of disinterested
directors.

                                       9
<PAGE>

The estimated total cost to cash-out fractional shares and options to acquire
shares is expected to be approximately $3.5 million, excluding transaction
costs. To fund the transaction, the Company has received a commitment, subject
to customary limitations, for a $5 million five-year term loan secured by assets
of the Company.

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.

Net sales for the three months ended April 30, 2003 increased $321,374 (4.7%) to
$7,176,743 when compared with the same period of the prior year. ConForms sales
increased by $528,853 compared with the same period of the prior year. This was
partially offset by decreased Ultra Tech and SHH sales of $131,597 and $75,882,
respectively. The ConForms increase was due to a softer concrete pumping
accessories market for the three months of 2002 compared to the current year
combined with a general 3% price increase for the ConForms division. The Ultra
Tech decrease was due to lower project sales during the three months ended April
30, 2003 compared to the same period of the prior year. The decrease in the
SHH sales was due to a decrease in large contract orders for the three months
ended April 30, 2003 compared to the same period of the prior year.

As a percentage of net sales, gross profit margin for the three months ended
April 30, 2003 was 37.9% compared to 35.5% for the same period last year. This
was due largely to a price increase for ConForms combined with lower margins for
Ultra Tech sales for the three months ended April 30, 2002 due to a higher mix
of lower margin project sales. Selling, engineering and administrative expenses
increased by $520,158 or 35.1% for the first three months of 2003 compared with
the same period of the prior year. This is due primarily to legal and
professional fees incurred as part of the Company's pending going-private
transaction.

                                       10
<PAGE>

Interest expense decreased to $37,517 for the three months ended April 30, 2003
compared to $44,239 for the three months ended April 30, 2002 due to slightly
lower debt balances combined with lower interest rates.

Miscellaneous income increased $70,570 from the prior year due largely to a
settlement of $72,847 received by the Company in the first fiscal quarter of
2003 from Cendant Corporation litigation regarding previously recognized trading
securities losses relating to Cendant Corporation.

The Company recorded tax expense of $290,556 for the three months ended April
30, 2003, which represents an estimated effective rate of 38.6% applied to
pre-tax book 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.

Net income of $461,586, or $0.28 and $0.22 per share, basic and diluted,
respectively, for the first three months of 2003 was a decrease of $116,228
(20.1%), from net income of $577,814, or $0.32 and $0.25 per share, basic and
diluted, for the comparable period last year. The decrease in net income is due
largely to higher selling, engineering and administrative expenses offset by
higher ConForms' sales and higher margins on Ultra Tech sales for the three
month period ended April 30, 2003 compared to the same period from the previous
year.

Liquidity and Capital Resources

The Company generated $22,856 in cash from operations during the first three
months of 2003, compared to cash generated from operations of $36,050 for the
same period last year. The Company used $44,281 in cash to acquire capital
equipment and $152,438 in payments of long-term debt. The result was a net
decrease in cash and cash equivalents of $190,257 for the three months ended
April 30, 2003 compared to a net decrease of $129,882 for the same period of the
prior year.

The Company believes that it can fund proposed capital expenditures and
operational requirements from operations and currently available cash and cash
equivalents, and existing bank credit lines. Proposed capital expenditures for
the fiscal year ending January 31, 2004 are expected to total approximately
$735,000, compared to $569,977 for fiscal 2002.

The estimated total cost to cash-out fractional shares and options to acquire
shares in the aforementioned going private transaction is expected to be
approximately $3.5 million, excluding transaction costs. To fund the
transaction, the Company has received a commitment, subject to customary
limitations, for a $5 million five-year term loan secured by assets of the
Company.

Critical Accounting Policies - The consolidated financial statements and related
notes contain information that is pertinent to management's discussion and
analysis. 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, the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the period. Actual results could differ from those estimates.
Edison Control Corporation considers the following policies to be the most
critical in understanding the judgments that are involved in


                                       11
<PAGE>

the preparation of the Company's consolidated financial statements and the
uncertainties that could impact the Company's financial position, results of
operations and cash flows.

Revenue Recognition - The Company recognizes revenue, net of expected returns,
upon shipment of products, which is when title passes to the customer, the price
is fixed, the customer is obligated to pay and the Company has no remaining
obligations.

Allowance for Doubtful Accounts -The Company's accounts receivable are reported
net of bad debt reserves, which are regularly evaluated by management for
adequacy. The evaluation includes and is not limited to a review of individual
customer accounts that have balances beyond the agreed upon terms of the sale.
Reserve values are assigned to individual accounts based on the Company's recent
payment experience with the customer and knowledge of the customer's
creditworthiness. In addition, a general reserve is established to cover the
exposure presented by the remainder of account balances.

Excess and Obsolete Inventory - The Company's inventories are reported net of
excess and obsolete reserves, which are maintained and evaluated on a regular
basis by management. A reserve for excess inventory is calculated by an analysis
of items with on-hand quantities in excess of historical usage over a reasonable
time frame. Management identifies obsolete inventory on a regular basis and
disposes of the quantities through sale to scrap dealers or commercial waste
haulers. On rare occasions obsolete inventory may remain in the Company's
inventory for a period of time and would be reserved for.

Warranties - The Company warrants its products sold to customers to be free from
defects in material and workmanship. The warranty does not vary based on
customer, product sold or any other factor. The company accrues for future
warranty costs in the period in which the sale is recorded, and the estimated
reserve is adjusted periodically based on recent actual experience.

Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to interest rate risk and foreign currency risk. These
risks include changes in U.S interest rates and changes in foreign currency
exchange rates as measured against the U.S. dollar.

Interest Rate Risk
The Company's revolving credit borrowings and variable rate term loans, which
totaled $5,050,000 as of April 30, 2003, are subject to interest rate risk. Most
of the borrowings float at the prime rate or LIBOR plus a certain number of
basis points. Based on the April 30, 2003 balance, an increase of one percent in
the interest rate on the Company's loans would cause interest expense to
increase by approximately $50,500 or $0.02 per diluted share, net of taxes, on
an annual basis. The Company currently does not use derivatives to fix variable
rate interest obligations.

                                       12
<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.

Item 4.
Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Company (its
principal executive officer and principal financial officer, respectively) have
concluded, based on their evaluation as of a date within 90 days prior to the
date of the filing of this Report, that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports filed or submitted by it under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
includes controls and procedures designed to ensure that information required to
be disclosed by the Company in such reports is accumulated and communicated to
the Company's management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation.

PART II.

Item 6.
Exhibits and Reports on Form 8-K

(a)  Exhibits

     99.1  Written Statement of the President and Chief Executive Officer,
           pursuant to 18 U.S.C. Section 1350, dated June 16, 2003

     99.2  Written Statement of the Chief Financial Officer, pursuant to
           18 U.S.C. Section 1350, dated June 16, 2003

(b)  Reports on Form 8-K

The Company filed the following reports on Form 8-K during the quarter to which
this report relates:

o    On March 12, 2003, the Company disclosed under Item 9 preliminary results
     for 2002 and a press release regarding receipt of a "going private"
     proposal from its majority shareholder and Chairman of the Board, William
     B. Finneran, and its Chief Executive Officer, Alan J. Kastelic.


                                       13
<PAGE>

o    On April 2, 2003, the Company disclosed under Item 9 that its board had
     approved a "going private" proposal.

o    On April 9, 2003, the Company disclosed under Item 9 that its board had
     approved amendments to the "going private" proposal.





                                       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: June 16, 2003                             /s/  Gregory L. Skaar
                                                --------------------------
                                                Gregory L. Skaar
                                                (Chief Financial Officer)




                                       15
<PAGE>

                        CERTIFICATIONS UNDER SECTION 302
                            OF THE SARBANES-OXLEY ACT

I, Alan J. Kastelic, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Edison Control
     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 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 operations and cash
     flows of Edison Control Corporation as of, and for, the periods presented
     in this quarterly report.

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for Edison Control Corporation and
     we have:

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

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this 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 as of the Evaluation Date;

5.   The registrant's other certifying officer 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 function):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

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


June 16, 2003                         /s/ Alan J. Kastelic
                                      -------------------------------------
                                      Alan J. Kastelic
                                      President and Chief Executive Officer

                                       16
<PAGE>

I, Gregory L. Skaar, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Edison Control
     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 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 operations and cash
     flows of Edison Control Corporation as of, and for, the periods presented
     in this quarterly report.

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for Edison Control Corporation and
     we have:

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

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this 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 as of the Evaluation Date;

5.   The registrant's other certifying officer 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 function):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

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

June 16, 2003                                     /s/ Gregory L. Skaar
                                                  --------------------------
                                                  Gregory L. Skaar
                                                  Chief Financial Officer

                                       17
<PAGE>

                                  EXHIBIT INDEX

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

   99.1         Written Statement of the President and Chief Executive Officer,
                pursuant to 18 U.S.C. ss.1350, dated June 16, 2003

   99.2         Written Statement of the Chief Financial Officer, pursuant to 18
                U.S.C. ss.1350, dated June 16, 2003





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