<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

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

               For the quarterly period ended September 30, 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 0-12362

                             Berger Holdings, Ltd.
           --------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

                   Pennsylvania                     23-2160077
        --------------------------------------------------------------
            (State or Other Jurisdiction         (I.R.S. Employer
          of Incorporation or Organization)   Identification Number)

       805 Pennsylvania Boulevard, Feasterville, PA             19053
     ---------------------------------------------------------------------
         (Address of Principal Executive Offices)             (Zip Code)

      Registrant's telephone number, including area code: (215) 355-1200

        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 ninety days.
                         YES     X          NO   _____

        As of November 5, 2001, the Registrant had outstanding 5,131,711 shares
     of its common stock, par value $0.01 per share (the "Common Stock").

                                      -1-
<PAGE>

                             BERGER HOLDINGS, LTD.

<TABLE>
<CAPTION>
INDEX
                                                                    Page
<S>                                                                 <C>
PART I FINANCIAL INFORMATION

     Item 1.   Condensed Consolidated Balance
               Sheets at September 30, 2001 (unaudited)
               and December 31, 2000                                 3

               Condensed Consolidated Statements of
               Operations (unaudited) for the three-month
               periods ended September 30, 2001 and 2000             4

               Condensed Consolidated Statements of
               Operations (unaudited) for the nine-month
               periods ended September 30, 2001 and 2000             5

               Condensed Consolidated Statements
               of Cash Flows (unaudited) for the nine-month
               periods ended September 30, 2001 and 2000             6

               Notes to Condensed Consolidated
               Financial Statements                                  7

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

     Item 3.   Quantitative and Qualitative Disclosures
               About Market Risk                                    12

PART II  OTHER INFORMATION

     Item 1.   Legal Proceedings                                    12

     Item 2.   Changes in Securities and Use of Proceeds            12

     Item 3.   Defaults Upon Senior Securities                      12

     Item 4.   Submission of Matters to a Vote of
                Security Holders                                    12

     Item 5.   Other Information                                    12

     Item 6.   Exhibits and Reports on Form 8-K                     12

SIGNATURES                                                          13
</TABLE>

                                      -2-
<PAGE>

                             BERGER HOLDINGS, LTD.
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      September 30,        December 31,
       ASSETS                                                                             2001                 2000
                                                                                       (unaudited)           (audited)
                                                                                    -----------------    ----------------
<S>                                                                                 <C>                    <C>
Current assets
   Cash and cash equivalents                                                           $   293,253         $   306,912
   Accounts receivable, net of allowance for doubtful
    accounts of $82,000 in 2001 and $30,000 in 2000                                      6,301,371           4,671,903
   Inventories                                                                           6,998,799           6,994,548
   Prepaid and other current assets                                                        714,386             679,379
   Deferred income taxes                                                                   463,256             384,125
                                                                                    -----------------    ----------------

  Total current assets                                                                  14,771,065          13,036,867

   Property, plant and equipment, net                                                   10,271,141          11,067,983
   Deferred income taxes                                                                         -             858,512
   Other assets, net                                                                     3,028,680           3,218,906
   Goodwill, net                                                                        10,323,689          10,746,443
                                                                                    -----------------    ----------------

   Total assets                                                                        $39,394,575         $38,928,711
                                                                                    =================    ================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Current maturities of long term debt                                                $ 2,380,519         $ 1,877,804
   Accounts payable                                                                      3,805,842           4,140,500
   Accrued expenses                                                                      2,127,080           2,136,885
                                                                                    -----------------    ----------------

   Total current liabilities                                                             8,313,441           8,155,189

Long term debt                                                                          17,106,896          18,940,883
Commitments and contingencies                                                                    -                   -

Stockholders' equity
   Preferred Stock                                                                               -                   -
   Common stock $.01 par value
     Authorized 20,000,000 shares in 2001 and 2000
     Issued 5,989,736 and 5,739,736 shares in 2001 and 2000
     Outstanding 5,184,011 and 5,127,936 shares in 2001 and 2000                            59,897              57,397
    Additional paid-in-capital                                                          18,187,726          17,690,226
    Accumulated deficit                                                                 (2,849,145)         (4,078,810)
                                                                                    -----------------    ----------------

                                                                                        13,778,642          13,668,813

    Less common stock subscribed                                                          (482,916)           (482,916)
    Less treasury stock at cost
      805,725 shares in 2001 and 611,800 shares in 2000                                 (1,941,324)         (1,353,258)
                                                                                    -----------------    ----------------


   Total stockholders' equity                                                           12,974,238          11,832,639
                                                                                    -----------------    ----------------

   Total liabilities and stockholders' equity                                          $38,394,575         $38,928,711
                                                                                    =================    ================
</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                      -3-
<PAGE>

                             BERGER HOLDINGS, LTD.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    Three Months Ended September 30,
                                                                                    2001                        2000
                                                                           ---------------------       ---------------------
<S>                                                                          <C>                         <C>
Net sales                                                                      $   14,203,824              $   12,443,917

Cost of sales                                                                      10,481,487                   9,852,202
                                                                           ---------------------       ---------------------

     Gross profit                                                                   3,722,337                   2,591,715

Selling, administrative and general expenses                                        1,835,629                   1,541,304
                                                                           ---------------------       ---------------------

     Income from operations                                                         1,886,708                   1,050,411

Interest expense                                                                     (386,405)                   (444,493)

Other (expenses) income, net                                                          (14,652)                        120
                                                                           ---------------------       ---------------------

     Income before income tax                                                       1,485,651                     606,038

Provision for income tax                                                              653,686                     290,898
                                                                           ---------------------       ---------------------

     Net income                                                                $      831,965              $      315,140
                                                                           =====================       =====================

Basic earnings per share                                                       $          .16              $          .06
                                                                           =====================       =====================

Basic weighted average common shares outstanding                                    5,272,450                   5,307,751
                                                                           =====================       =====================

Diluted earnings per share                                                     $          .13              $          .05
                                                                           =====================       =====================

     Weighted average common shares outstanding                                     5,272,450                   5,307,751
     Add: effect of vested and non-vested dilutive securities                       1,272,901                     511,193
     Add: effect of convertible debt and preferred stock                                    -                     352,941
                                                                           ---------------------       ---------------------

Diluted weighted average common shares outstanding                                  6,545,351                   6,171,885
                                                                           =====================       =====================
</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                      -4-
<PAGE>

                             BERGER HOLDINGS, LTD.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     Nine Months Ended September 30,
                                                                                    2001                        2000
                                                                           ---------------------       ---------------------
<S>                                                                          <C>                         <C>
Net sales                                                                      $   38,299,095              $   32,959,257

Cost of sales                                                                      29,316,288                  26,285,339
                                                                           ---------------------       ---------------------

     Gross profit                                                                   8,982,807                   6,673,918

Selling, administrative and general expenses                                        5,538,722                   4,100,739
                                                                           ---------------------       ---------------------

     Income from operations                                                         3,444,085                   2,573,179

Interest expense                                                                   (1,249,793)                 (1,297,237)

Other income (expenses), net                                                            1,539                        (694)
                                                                           ---------------------       ---------------------

     Income before income tax                                                       2,195,831                   1,275,248

Provision for income tax                                                              966,166                     612,112
                                                                           ---------------------       ---------------------

     Net income                                                                $    1,229,665              $      663,136
                                                                           =====================       =====================

Basic earnings per share                                                       $          .23              $          .12
                                                                           =====================       =====================

Basic weighted average common shares outstanding                                    5,322,465                   5,309,465
                                                                           =====================       =====================

Diluted earnings per share                                                     $          .20              $          .11
                                                                           =====================       =====================

     Weighted average common shares outstanding                                     5,322,465                   5,309,465
     Add: effect of vested and non-vested dilutive securities                         903,958                     636,009
     Add: effect of convertible debt and preferred stock                               11,604                     352,941
                                                                           ---------------------       ---------------------

Diluted weighted average common shares outstanding                                  6,238,027                   6,298,415
                                                                           =====================       =====================
</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                      -5-
<PAGE>

                             BERGER HOLDINGS, LTD.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         Nine Months Ended September 30,
                                                                                             2001              2000
                                                                                        ---------------   ---------------
<S>                                                                                     <C>               <C>
Cash flows from operating activities
     Net income                                                                           $ 1,229,665       $   663,136

     Adjustments to reconcile net income to net cash provided by
       operating activities
         Deferred Income Taxes                                                                779,381           545,211
         Depreciation and amortization                                                      2,070,186         1,792,368
         Increase in accounts receivable allowance                                             52,000                 -
         Loss on disposition of assets                                                         22,625             5,982
     Change in operating assets and liabilities, excluding acquisitions
         Accounts receivable                                                               (1,681,468)       (2,149,045)
         Inventories                                                                           (4,251)           42,237
         Other current and long-term assets                                                  (185,009)          (80,478)
         Accounts payable and accrued expenses                                               (344,462)        2,292,335
                                                                                        ---------------   ---------------

Net cash provided by operating activities                                                   1,938,667         3,111,746
                                                                                        ---------------   ---------------

Cash flows from investing activities
     Acquisition of subsidiary company, net of cash acquired                                        -        (2,202,585)
     Acquisition of property and equipment, net of retirements                               (532,988)       (1,066,718)
                                                                                        ---------------   ---------------

Net cash used in investing activities                                                        (532,988)       (3,269,303)
                                                                                        ---------------   ---------------

Cash flows from financing activities
     Proceeds from long term debt used for acquisition                                              -         2,253,322
     Proceeds from (repayments on) working capital line                                       780,640          (548,948)
     Repayments on equipment term loan                                                     (1,235,115)         (776,325)
     Proceeds from long term debt                                                              36,052           479,906
     Repayments of long term debt                                                            (412,849)         (539,930)
     Net payment for redeemable common stock                                                        -          (226,254)
     Repurchase of common stock                                                              (588,066)         (517,947)
                                                                                        ---------------   ---------------

Net cash (used in) provided by financing activities                                        (1,419,338)          123,824
                                                                                        ---------------   ---------------

Net decrease in cash                                                                          (13,659)          (33,733)

Cash and cash equivalents, beginning of period                                                306,912           107,116
                                                                                        ---------------   ---------------

Cash and cash equivalents, end of period                                                  $   293,253       $    73,383
                                                                                        ===============   ===============

Supplemental Disclosure of Cash Flow Information

Cash paid during the period for interest                                                  $ 1,249,793       $ 1,297,237
                                                                                        ===============   ===============
Cash paid during the period for income taxes                                              $    91,263       $    81,119
                                                                                        ===============   ===============
</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                      -6-
<PAGE>

                    BERGER HOLDINGS, LTD. AND SUBSIDIARIES
             Notes to Condensed Consolidated Financial Statements

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 the instructions
to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they 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 solely of normal
recurring accruals) considered necessary for a fair presentation have been
included.

     The financial statements include the accounts of Berger Holdings, Ltd. (the
"Company") and its wholly owned subsidiaries, Berger Financial Corp., Berger
Bros Company, CopperCraft, Inc. and Walker Metal Products, Inc. All inter-
company transactions and balances have been eliminated.

     The Company manufactures and distributes roof drainage systems for both
residential and commercial roofs. The Company's roof drainage product line,
consisting of gutters, downspouts, soffits, fascias, snow guards, trim coil,
custom metal architectural pieces, and other associated accessories and
fittings, is manufactured by the Company in our manufacturing facilities in
Pennsylvania, Texas and Georgia. The Company sells roof drainage and ancillary
products to wholesale distributors who sell directly to roofers and general
contractors for use in the repair and replacement of roof drainage systems in
existing buildings or for use in new construction. The principal raw materials
used in manufacturing the Company's roof drainage and ancillary products are
aluminum, steel and copper.

     Certain balances have been reclassified to conform to the current year
presentation. The Company reclassified shipping and handling revenue and
customer incentive program costs to Net Sales for both the three-month and nine-
month periods ending September 30, 2000.


Note 2.   Inventories:

     Inventories are valued at the lower of cost or market. Cost is determined
using the weighted average method.

     Components of inventories at September 30, 2001 and December 31, 2000
consisted of the following:

<TABLE>
<CAPTION>
                                   September 30, 2001       December 31, 2000
                                 ----------------------   ---------------------
<S>                              <C>                      <C>
Raw materials and packaging                $4,336,384              $4,448,724
Finished goods                              2,662,415               2,545,824
                                           ----------              ----------
Total Inventories                          $6,998,799              $6,994,548
                                           ==========              ==========
</TABLE>

Note 3.   Income Taxes:

     Consolidated income tax expense for the nine-month period ended September
30, 2001 results in an effective rate of 44%, while during the same period in
2000 the Company reported an income tax rate of 48%. This change in the
effective income tax rate is primarily due to permanent differences created by
the goodwill amortization from prior acquisitions of companies. The Company had
approximately $1,500,000 of federal income tax net operating loss carryforward
available at September 30, 2001.

                                      -7-
<PAGE>

Note 4.   Treasury Stock:

     On May 18, 1999, the Company's Board of Directors authorized the repurchase
of up to 540,000 shares on the open market. On September 20, 2000, the Company's
Board of Directors authorized the repurchase of up to an additional 520,000
shares for a total of 1,060,000 shares. On October 17, 2001, the Company's Board
of Directors authorized the repurchase of up to an additional 500,000 shares for
a total of 1,560,000 shares. As of October 17, 2001, the Company had repurchased
838,025 shares. The repurchases will continue to be made from time to time
through open market purchases or privately negotiated transactions at the
discretion of the Company. The amount and timing of the repurchases will depend
on market conditions and other factors.

Note 5.   Derivative Financial Instruments:

     Effective January 1, 2001, the Company adopted the provisions of Statement
of Financial Accounting Standards (SFAS) No. 133 and No. 138 "Accounting for
Derivative Instruments and Hedging Activities." The Company has only limited
involvement with derivative financial instruments and does not use them for
trading purposes. As of September 30, 2001 the Company has no outstanding
derivative instruments or hedging activities.

Note 6.   Debt Conversion:

     On January 12, 2001, the Company entered into an Exchange Agreement (the
"Exchange Agreement") with Argosy Investment Partners, L.P. ("Argosy") pursuant
to which Argosy surrendered the Company's 12.25% Subordinated Debenture in the
principal amount of $500,000 held by Argosy and was issued 250,000 shares of
Common Stock. Argosy also surrendered a warrant for the purchase of 60,000
shares of Common Stock and agreed to the amendment and restatement of the
Company's 10% Convertible Subordinated Debenture in the principal amount of
$1,500,000 held by Argosy to delete the conversion provisions (as amended and
restated, the "Amended Debenture"). A copy of the Exchange Agreement was filed
on February 7, 2001 as Exhibit 10 to Argosy's amended Schedule 13D, and a copy
of the Amended Debenture was filed therewith as Exhibit A to the Exchange
Agreement.



ITEM 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operation

Results of Operations

     Sales for the three-month period ended September 30, 2001 (the "Current
Quarter") were $14,203,824, an increase of 14.1%, or $1,759,907, as compared to
$12,443,917 for the three-month period ended September 30, 2000 (the "Comparable
Quarter"). This increase in sales is attributable to growth within our ongoing
operations and additional sales generated from the acquisition of Walker Metal
Products, Inc. ("Walker"), which occurred on October 31, 2000.

     Cost of sales was $10,481,487 in the Current Quarter, as compared to
$9,852,202 in the Comparable Quarter. As a percentage of net sales, cost of
sales decreased to 73.8% in the Current Quarter from 79.2% in the Comparable
Quarter. This percentage decrease is mainly attributable to the Company's
success in improving product mix, along with decreases in raw material costs.

     Selling, administrative and general expenses were $1,835,629 in the Current
Quarter as compared to $1,541,304 in the Comparable Quarter. As a percentage of
net sales, selling, administrative and general expenses increased to 12.9% in
the Current Quarter, compared to 12.4% in the Comparable Quarter. This increase
in

                                      -8-
<PAGE>

expenses is a result of supporting higher sales levels, increased marketing
expenses and ongoing operational costs associated with Walker.

     Income from operations in the Current Quarter was $1,886,708, an increase
of $836,297 or 79.6%, versus $1,050,411 in the Comparable Quarter. This increase
in income from operations is the result of higher sales both from ongoing
operations and from the operations of Walker for the Current Quarter.

     During the Current Quarter, the Company reported net income of $831,965, an
increase of $516,825 or 164.0%, as compared to net income of $315,140 for the
Comparable Quarter. This increase in net income is a combination of higher
income from operations as mentioned above, along with a reduction in interest
expense resulting from the decreases in interest rates and the reduction in the
reported effective income tax rate for the Current Quarter.

     Sales for the nine-month period ended September 30, 2001 (the "Current Nine
Months") were $38,299,095, an increase of 16.2%, or $5,339,838, as compared to
$32,959,257 for the nine-month period ended September 30, 2000 (the "Comparable
Nine Months"). This increase in sales is primarily attributable to the
CopperCraft, Inc. ("CopperCraft," which was aquired on March 31, 2000) and
Walker acquisitions.

     Cost of sales was $29,316,288 in the Current Nine Months, as compared to
$26,285,339 in the Comparable Nine Months. As a percentage of net sales, cost of
sales decreased to 76.5% in the Current Nine Months from 79.8% in the Comparable
Nine Months. This percentage decrease is mainly attributable to the Company's
improvement in product mix, along with decreases in raw material costs.

     Selling, administrative and general expenses were $5,538,722 in the Current
Nine Months as compared to $4,100,739 in the Comparable Nine Months. As a
percentage of net sales, selling, administrative and general expenses increased
to 14.5% in the Current Nine Months, compared to 12.4% in the Comparable Nine
Months. This increase in expenses is due to the ongoing operational expenses of
CopperCraft and Walker for the three and nine months, respectively, and
increased marketing expenses for the remaining operations.

     Income from operations in the Current Nine Months was $3,444,085, an
increase of $870,906 or 33.9%, versus $2,573,179 in the Comparable Nine Months.
This was attributable to the strong results during the Current Quarter as
described above, offset in part by the weaker first quarter results.

     During the Current Nine Months, the Company reported net income of
$1,229,665, an increase of $566,529 or 85.4%, as compared to net income of
$663,136 for the Comparable Nine Months. This increase is a combination of
higher income from operations as mentioned above and the reduction in the
reported income tax rate for the Current Nine Months.

Liquidity and Capital Resources

     At September 30, 2001, the Company had long-term debt consisting of working
capital loans of $7,815,627, term loans of $2,826,343, a 10% Subordinated
Debenture of $1,500,000, an 11% Subordinated Debenture of $2,500,000, notes
payable from prior acquisitions of $1,312,500, capital leases of $938,844 and a
mortgage for $2,594,101, resulting in total long term debt (including current
portion) of $19,487,415.

     At September 30, 2001, working capital was $6,457,624, resulting in a ratio
of current assets to current liabilities of 1.78 to 1, as compared to working
capital of $4,881,678 and a ratio of 1.60 to 1 at December 31, 2000. This change
in working capital is primarily the result of the increase in accounts
receivable associated with the increase in revenues during the Current Quarter.

     Current liabilities at September 30, 2001 totaled $8,313,441, consisting
primarily of $5,932,922 in accounts

                                      -9-
<PAGE>

payable and accrued expenses and $2,380,519 in current maturities of long-term
debt. At December 31, 2000, total current liabilities were $8,155,189,
consisting primarily of $6,277,385 in accounts payable and accrued expenses and
$1,877,804 in current maturities of long-term debt. The increase in current
liabilities is primarily due to a new term loan, which is partly offset by a
decrease in accounts payable.

     At September 30, 2001, the Company had stockholders' equity of $12,974,238,
as compared to $11,832,639 at December 31, 2000. This change is primarily
attributable to the conversion of the Company's 12.25% Subordinated Debenture
into 250,000 shares of Common Stock and the Current Nine Months net income,
which was partially offset by the purchases of common stock pursuant to the
Company's stock repurchase program.

     Cash provided by operating activities for the Current Nine Months was
$1,938,667, as compared to $3,111,746 in the Comparable Nine Months. The change
from the Comparable Nine Months is primarily due to the Current Nine Months net
income, increases in deferred income taxes and increases in depreciation and
amortization, which were offset by the slight change in accounts payable and
accrued expenses from December 31, 2000, as compared to the major increase in
accounts payable and accrued expenses from the Comparable Nine Months from
December 31, 1999.

     Net cash used in investing activities was $532,988 in the Current Nine
Months, as compared to $3,269,303 in the Comparable Nine Months. This change is
primarily due to the acquisition of CopperCraft in the Comparable Nine Months.

     Net cash used in financing activities totaled $1,419,338 in the Current
Nine Months, as compared to $123,824 provided by financing activities in the
Comparable Nine Months. This difference is due to the proceeds received from
debt used to acquire CopperCraft in the Comparable Nine Months and payments to
purchase common stock.

     The Company believes that its sources of financing are adequate for its
anticipated needs. The cost and terms of any future financing arrangements will
depend on the market conditions and the Company's financial position at that
time.


New Accounting Pronouncements

     In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 141 "Business Combinations" ("SFAS 141"). This statement requires all
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method and supersedes APB Opinion No. 16, "Business Combinations,"
and FASB Statement No. 38, "Accounting for Preacquisition Contingencies of
Purchased Enterprises." Also in July 2001, the FASB issued Statement of
Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets"
("SFAS 142"). SFAS 142 supersedes APB Opinion No. 17 "Intangible Assets." Under
SFAS 142, goodwill is no longer subject to amortization over its estimated
useful life, rather, subject to at least an annual assessment for impairment by
applying a fair-value-based test. The effective date of SFAS 142 is January 1,
2002, with the exception of goodwill and intangible assets acquired after June
30, 2001, which are immediately subject to the provisions of the statement. The
Company is in the process of analyzing the implications of these statements on
the financial statements of the Company.

     In July 2001, the Financial Accounting Standards Board issued Statement No.
143, "Accounting for Asset Retirement Obligations," ("SFAS 143") which addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. The standard applies to legal obligations with the retirement of long-
lived assets that result from the acquisition, construction, development and
(or) normal use of the asset. Adoption is required for fiscal years beginning
after June 15, 2002,

                                      -10-
<PAGE>

with earlier adoption encouraged. The Company is in the process of analyzing the
implications of SFAS 143 and does not believe that the adoption of this
statement will have a material impact on the net earnings of the Company.

     In October 2001, the Financial Accounting Standards Board issued FASB
Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," ("SFAS 144") which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. While SFAS 144 supersedes FASB
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," it retains many of the fundamental
provisions of that Statement. SFAS 144 also supersedes the accounting and
reporting provisions of APB Opinion No. 30, "Reporting the Results of
Operations--Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for
the disposal of a segment of a business. However, it retains the requirement in
Opinion No. 30 to report separately discontinued operations and extends that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment, or in a distribution to owners) or is classified as held for sale.
SFAS 144 is effective for fiscal years beginning after December 15, 2001. The
Company is in the process of analyzing the implications of this statement and
does not expect the guidance to have a material impact on the net earnings of
the Company.

     In July 2001, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 102 ("SAB 102"), "Selected Loan Loss Allowance
Methodology and Documentation Issues." This bulletin summarizes certain of the
SEC's views about applying a systematic methodology for determining allowances
for loan and lease losses in accordance with accounting principles generally
accepted in the United States of America to receivables in financial statements.
The Company does not expect this guidance to have a material impact on the net
earnings of the Company.


Forward-Looking Statements

     The information presented herein contains predictions, estimates and other
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward
looking statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance and achievements of the
Company to differ materially from those expressed or implied by such forward-
looking statements. Although the Company believes its plans, intentions and
expectations reflected in such forward-looking statements are based on
reasonable assumptions, it can give no assurance that such plans, intentions,
expectations, objects or goals will be achieved. Important factors that could
cause actual results to differ materially from those included in the forward-
looking statements include but are not limited to: increases in our cost of raw
materials; fluctuations in demand for our products; weather conditions; our
strategic acquisitions; our need for additional financing; competition; our
dependence on key personnel; and customer demand.

                                      -11-
<PAGE>

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk.

     For information regarding the Company's exposure to certain market risks,
see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000. There
have been no significant changes since December 31, 2000 in the Company's
portfolio of financial instruments or market risk exposures.


                          PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

     None.

Item 2 - Changes in Securities and Use of Proceeds.

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  Not applicable.

     (d)  Not applicable.

Item 3 - Defaults Upon Senior Securities.

     None.

Item 4 - Submission of Matters to a Vote of Securities Holders.

     None.

Item 5 - Other Information.

     None.


Item 6 - Exhibits and Reports on Form 8-K.

     (a)  None.

     (b)  None.

                                      -12-
<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.


                                BERGER HOLDINGS, LTD.



                              By:/s/ JOSEPH F. WEIDERMAN
                              ---------------------------
                              Joseph F. Weiderman
                              President and
                              Chief Operating Officer


                              By:/s/ FRANCIS E. WELLOCK, JR.
                              ------------------------------
                              Francis E. Wellock, Jr.
                              Chief Financial Officer

                              Date: November 8, 2001

                                      -13-