UNITED
  STATESSECURITIES
  AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM
  10-QSB

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

|For
      the Quarterly Period Ended: | Commission
      File Number
|------------------------------------- | ----------------------------
|May
      31, 2003                    | 1-11038                     

**NORTHERN
  TECHNOLOGIES INTERNATIONAL CORPORATION**(Exact name of registrant as specified
  in its charter)

|Delaware                       | 41-0857886                                   
|------------------------------ | ---------------------------------------------
|(State
      of Incorporation) | (I.R.S.
      Employer Identification Number)

6680 N. Highway
  49, Lino Lakes, MN 55014
  (Address of principal executive offices)

(651) 784-1250
  (Registrants telephone number)

Indicate by check mark
  whether the Registrant (1) has filed all reports required to be filed by Section
  13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
  (or for such shorter period that the Registrant was required to file such reports)
  and (2) has been subject to such filing requirements for the past 90 days.

YES X
    NO

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

|Class                               | Outstanding
      as of July 10, 2003
|----------------------------------- | -------------------------------------
|Common Stock, $0.02
      par value | 3,626,192                            

This
  document consists of 19 pages

---

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

---

|                                                                           | May
      31,
      2003 |            | August
      31,
      2002
|-------------------------------------------------------------------------- | ------------------------ | ---------- | ---------------------------
|ASSETS                                                                     |                          |            |                            
|CURRENT
      ASSETS:                                                      |                          |            |                            
|Cash
      and cash equivalents                                            | $                        | 94,489     |                            
|Investments
      available-for-sale                                       |                          | 2,186,178  |                            
|Receivables:                                                               |                          |            |                            
|Trade
      excluding corporate joint ventures, less allowance             |                          |            |                            
|for
      doubtful account of $11,563 and $12,477, respectively            |                          | 1,249,629  |                            
|Trade
      corporate joint ventures                                       |                          | 238,362    |                            
|Technical
      and other services, corporate joint ventures               |                          | 721,654    |                            
|Income
      taxes                                                         |                          | 320,515    |                            
|Inventories                                                                |                          | 858,471    |                            
|Prepaid
      expenses                                                     |                          | 163,800    |                            
|Deferred
      income taxes                                                |                          | 45,000     |                            
|                                                                           |                          |            |                            
|Total
      current assets                                                 |                          | 5,878,098  |                            
|                                                                           |                          |            |                            
|PROPERTY
      AND EQUIPMENT, net                                          |                          | 488,418    |                            
|                                                                           |                          |            |                            
|OTHER ASSETS:                                                              |                          |            |                            
|Investments
      in corporate joint ventures:                             |                          |            |                            
|Industrial
      chemical                                                  |                          | 5,969,063  |                            
|Industrial
      non-chemical                                              |                          | 302,061    |                            
|Investment
      in European holding company                               |                          |           |                            
|Deferred
      income taxes                                                |                          | 395,000    |                            
|Notes
      receivable and foreign deposit                                 |                          | 1,361,594  |                            
|Industrial
      patents, net                                              |                          | 260,400    |                            
|Other                                                                      |                          | 204,098    |                            
|                                                                           |                          |            |                            
|                                                                           |                          | 8,492,216  |                            
|                                                                           |                          |            |                            
|                                                                           | $                        | 14,858,732 |                            
|                                                                           |                          |            |                            
|LIABILITIES
      AND STOCKHOLDERS EQUITY                                 |                          |            |                            
|CURRENT
      LIABILITIES:                                                 |                          |            |                            
|Accounts
      payable                                                     | $                        | 472,918    |                            
|Accrued
      liabilities:                                                 |                          |            |                            
|Payroll
      and related benefits                                         |                          | 116,914    |                            
|Other                                                                      |                          | 277,962    |                            
|                                                                           |                          |            |                            
|Total
      current liabilities                                            |                          | 867,794    |                            
|                                                                           |                          |            |                            
|DEFERRED
      GROSS PROFIT                                                |                          | 25,000     |                            
|                                                                           |                          |            |                            
|COMMITMENTS
      AND CONTINGENCIES                                        |                          |            |                            
|                                                                           |                          |            |                            
|STOCKHOLDERS
      EQUITY:                                                |                          |            |                            
|Preferred
      stock, no par value, authorized 10,000 shares, none issued |                          |            |                            
|Common
      stock, $0.02 par value per share; authorized 10,000,000       |                          |            |                            
|shares;
      issued and outstanding 3,626,792 and 3,644,551, respectively |                          | 72,536     |                            
|Additional
      paid-in capital                                           |                          | 4,193,164  |                            
|Retained
      earnings                                                    |                          | 9,609,910  |                            
|Accumulated
      other comprehensive income (loss) (See Note 9)           |                          | 90,328     |                            
|                                                                           |                          |            |                            
|Total
      stockholders equity                                           |                          | 13,965,938 |                            
|                                                                           |                          |            |                            
|                                                                           | $                        | 14,858,732 |                            
|                                                                           |                          |            |                            

See notes to consolidated
  financial statements.

2

---



---

|                                                         | Three
      Months Ended |           | Nine
      Months Ended 
|-------------------------------------------------------- | ------------------------ | --------- | ------------------------
|                                                         |                          |           |                         
|                                                         | May
      31,
      2003 |           | May
      31,
      2002
|NORTH
      AMERICAN OPERATIONS:                         |                          |           |                         
|Sales                                                    | $                        | 2,189,926 |                         
|Cost
      of goods sold                                 |                          | 1,084,671 |                         
|                                                         |                          |           |                         
|Gross
      profit                                       |                          | 1,105,255 |                         
|                                                         |                          |           |                         
|Operating
      expenses:                                |                          |           |                         
|Selling                                                  |                          | 483,774   |                         
|General
      and administrative                         |                          | 481,048   |                         
|Research,
      engineering, and technical support       |                          | 225,111   |                         
|                                                         |                          |           |                         
|                                                         |                          | 1,189,933 |                         
|                                                         |                          |           |                         
|                                                         |                          |           |                         
|NORTH AMERICAN
      OPERATING LOSS                      |                          | (84,678   | )                       
|                                                         |                          |           |                         
|CORPORATE
      JOINT VENTURES AND                       |                          |           |                         
|EUROPEAN
      HOLDING COMPANY:                          |                          |           |                         
|Equity
      in income of industrial chemical corporate  |                          |           |                         
|joint
      ventures and European holding company        |                          | 127,747   |                         
|Equity
      in income (loss) of industrial non-chemical |                          |           |                         
|corporate
      joint ventures                           |                          | 6,517     |                         
|Equity
      in income (loss) of business consulting     |                          |           |                         
|corporate
      joint ventures                           |                          | 28,750    |                         
|Fees
      for technical support and other services      |                          |           |                         
|provided
      to corporate joint ventures               |                          | 679,121   |                         
|Expenses
      incurred in support of corporate          |                          |           |                         
|joint
      ventures                                     |                          | (876,309  | )                       
|                                                         |                          |           |                         
|                                                         |                          |           |                         
|(LOSS)
      INCOME FROM CORPORATE JOINT                 |                          |           |                         
|VENTURES
      AND EUROPEAN HOLDING                      |                          |           |                         
|COMPANY                                                  |                          | (34,174   | )                       
|                                                         |                          |           |                         
|INTEREST
      INCOME                                    |                          | 16,146    |                         
|                                                         |                          |           |                         
|                                                         |                          |           |                         
|(LOSS)
      INCOME BEFORE INCOME TAX                    |                          |           |                         
|(BENEFIT)
      EXPENSE                                  |                          | (102,706  | )                       
|                                                         |                          |           |                         
|INCOME
      TAX (BENEFIT) EXPENSE                       |                          | (82,000   | )                       
|                                                         |                          |           |                         
|                                                         |                          |           |                         
|NET (LOSS)
      INCOME                                  | $                        | (20,706   | )                       
|                                                         |                          |           |                         
|                                                         |                          |           |                         
|NET (LOSS)
      INCOME PER COMMON SHARE:                |                          |           |                         
|Basic                                                    | $                        | (.01      | )                       
|                                                         |                          |           |                         
|Diluted                                                  | $                        | (.01      | )                       
|                                                         |                          |           |                         
|                                                         |                          |           |                         
|WEIGHTED
      AVERAGE COMMON SHARES                     |                          |           |                         
|ASSUMED
      OUTSTANDING:                               |                          |           |                         
|Basic                                                    |                          | 3,629,863 |                         
|                                                         |                          |           |                         
|Diluted                                                  |                          | 3,635,179 |                         
|                                                         |                          |           |                         

See notes to consolidated
  financial statements.

3

---



NORTHERN TECHNOLOGIES
  INTERNATIONAL CORPORATION
  AND SUBSIDIARY

---

|                                                                                                  | 2003 |            | 2002
|------------------------------------------------------------------------------------------------- | ---- | ---------- | ----
|CASH FLOWS
      FROM OPERATING ACTIVITIES:                                                       |      |            |     
|Net
      income                                                                                  | $    | 622,027    |     
|Adjustments
      to reconcile net income to net cash (used in) provided by operating activities: |      |            |     
|Depreciation
      expense                                                                        |      | 141,354    |     
|Amortization
      expense                                                                        |      | 5,653      |     
|Equity
      in (income) loss from corporate joint ventures:                                      |      |            |     
|Industrial
      chemical                                                                         |      | (865,159   | )   
|Industrial
      non-chemical                                                                     |      | 43,832     |     
|Business
      consulting                                                                         |      | 18,750     |     
|Dividends
      received from corporate joint ventures                                            |      | 490,309    |     
|Gain
      on sale of equipment                                                                   |      | (3,605     | )   
|Change
      in current assets and liabilities:                                                   |      |            |     
|Receivables:                                                                                      |      |            |     
|Trade
      excluding corporate joint ventures                                                    |      | (239,955   | )   
|Trade
      corporate joint ventures                                                              |      | 1,605      |     
|Technical
      and other services receivables, corporate joint ventures                          |      | (96,361    | )   
|Income
      taxes                                                                                |      | (258,590   | )   
|Inventories                                                                                       |      | 757        |     
|Prepaid
      expenses and other                                                                  |      | (19,390    | )   
|Notes
      receivable and foreign deposits                                                       |      | (904,835   | )   
|Accounts
      payable                                                                            |      | (19,183    | )   
|Accrued
      liabilities                                                                         |      | (1,235     | )   
|                                                                                                  |      |            |     
|Total
      adjustments                                                                           |      | (1,706,053 | )   
|                                                                                                  |      |            |     
|Net
      cash (used in) provided by operating activities                                         |      | (1,084,026 | )   
|                                                                                                  |      |            |     
|CASH FLOWS
      FROM INVESTING ACTIVITIES:                                                       |      |            |     
|Sale
      (purchase) of investments available-for-sale                                           |      | 1,822,239  |     
|Proceeds
      from the sale of equipment                                                         |      | 3,605      |     
|Investment
      in joint ventures:                                                               |      |            |     
|Industrial
      chemical                                                                         |      | (156,867   | )   
|Industrial
      non-chemical                                                                     |      | (63,486    | )   
|Business
      consulting                                                                         |      | (18,750    | )   
|Additions
      to property                                                                       |      | (219,991   | )   
|Partial
      return of original investment in European holding company                           |      | 30,812     |     
|Additions
      to industrial patents                                                             |      | (79,073    | )   
|                                                                                                  |      |            |     
|Net
      cash provided by (used in) investing activities                                         |      | 1,318,489  |     
|                                                                                                  |      |            |     
|CASH FLOWS
      FROM FINANCING ACTIVITIES:                                                       |      |            |     
|Dividend
      paid to shareholders                                                               |      | (309,204   | )   
|Repurchase
      of common stock                                                                  |      | (61,044    | )   
|                                                                                                  |      |            |     
|Net
      cash used in financing activities                                                       |      | (370,248   | )   
|                                                                                                  |      |            |     
|                                                                                                  |      |            |     
|NET DECREASE
      IN CASH AND CASH EQUIVALENTS                                                   |      | (135,785   | )   
|                                                                                                  |      |            |     
|CASH AND
      CASH EQUIVALENTS AT BEGINNING OF PERIOD                                            |      | 230,274    |     
|                                                                                                  |      |            |     
|                                                                                                  |      |            |     
|CASH AND
      CASH EQUIVALENTS AT END OF PERIOD                                                  | $    | 94,489     |     
|                                                                                                  |      |            |     

See notes to consolidated financial statements.

4

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NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
  AND SUBSIDIARY

---

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | INTERIM FINANCIAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In the opinion of management,
      the accompanying unaudited consolidated financial statements contain all
      necessary adjustments, which are of a normal recurring nature, to present
      fairly the consolidated financial position of Northern Technologies International
      Corporation and wholly owned subsidiary (the Company) as of May 31, 2003
      and the results of their operations for the three and nine months ended
      May 31, 2003 and 2002, and their cash flows for the nine months ended May
      31, 2003 and 2002, in conformity with accounting principles generally accepted
      in the United States of America.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These consolidated financial
      statements should be read in conjunction with the consolidated financial
      statements and related notes as of and for the year ended August 31, 2002
      contained in the Companys filing on Form 10-KSB dated November 15,
      2002 and with Managements Discussion and Analysis of Financial Condition
      and Results of Operations appearing on pages 7 through 12 of this quarterly
      report.                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Certain fiscal year
      2002 amounts have been reclassified to conform to fiscal year 2003 presentations.
      These reclassifications had no effect on stockholders equity, sales,
      or net income as previously reported.                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | RECENTLY ISSUED ACCOUNTING
      PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company accounts
      for its stock option plan using the intrinsic value method and has adopted
      the disclosure only provision of SFAS No. 123, as amended in
      2002 by SFAS No. 148, Accounting for Stock-Based Compensation 
      Transition and Disclosure. No compensation cost has been recognized
      for the stock options granted under the stock incentive plan. Had compensation
      cost been determined based upon fair value at the grant date for the awards
      under these plans, the Companys net earnings and earnings per share
      would have been as follows:                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|                                                              | THREE
      MONTHS ENDED
|------------------------------------------------------------- | ------------------------
|                                                              |                         
|                                                              | May
      31,2003       
|Net (Loss)
      Income:                                      |                         
|As
      reported                                             | $                       
|Stock-based
      compensation, net of related tax effect     |                         
|Pro
      forma                                               |                         
|                                                              |                         
|Net (Loss)
      Income per common share  basic:             |                         
|As
      reported                                             | $                       
|Stock-based
      compensation, net of related tax effect     |                         
|Pro
      forma                                               |                         
|                                                              |                         
|Net (Loss)
      Income per common share  assuming dilution: |                         
|As
      reported                                             | $                       
|Stock-based
      compensation, net of related tax effect     |                         
|Pro
      forma                                               |                         

5

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|   | In November 2002, the
      Financial Accounting Standards Board (FASB) issued FASB Interpretation No.
      45, Guarantors Accounting and Disclosure Requirements for Guarantees,
      Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45
      clarifies the requirements for a guarantors accounting for and disclosure
      of certain issued and outstanding guarantees. The initial recognition and
      initial measurement provisions of FIN 45 are applicable to guarantees issued
      or modified after December 31, 2002. Adoption of this statement did not
      have a material effect on the Companys financial statements.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | INVENTORIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Inventories consist
      of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|                           | 2003 |         | 2002 |  
|-------------------------- | ---- | ------- | ---- | -
|Production
      materials | $    | 268,843 |      | $
|Work in
      process      |      |        |      |  
|Finished
      goods       |      | 589,628 |      |  
|                           |      |         |      |  
|                           | $    | 858,471 |      | $
|                           |      |         |      |  

|   |                                                       
|-- | ------------------------------------------------------
|4. | PROPERTY AND EQUIPMENT                                
|   |                                                       
|   | Property and equipment
      consist of the following:

|                                    | May
      31,
      2003 |           | August
      31,
      2002
|----------------------------------- | ------------------------ | --------- | ---------------------------
|Land                                | $                        | 29,097    |                            
|Buildings
      and improvements    |                          | 586,202   |                            
|Machinery
      and equipment       |                          | 825,303   |                            
|                                    |                          |           |                            
|                                    |                          | 1,440,602 |                            
|Less accumulated
      depreciation |                          | 952,184   |                            
|                                    |                          |           |                            
|                                    | $                        | 488,418   |                            
|                                    |                          |           |                            

|   |                                                                      
|-- | ---------------------------------------------------------------------
|5. | NOTES RECEIVABLE AND
      FOREIGN DEPOSITS                          
|   |                                                                      
|   | Notes receivable and
      foreign deposits consist of the following:

|                                                          | May
      31,
      2003 |           | August
      31,
      2002
|--------------------------------------------------------- | ------------------------ | --------- | ---------------------------
|Notes receivable
      from North American operations     | $                        | 633,748   |                            
|Notes receivable
      from industrial chemical corporate |                          |           |                            
|joint
      venture partners                              |                          | 282,377   |                            
|Foreign
      deposits                                    |                          | 445,469   |                            
|                                                          |                          |           |                            
|                                                          | $                        | 1,361,594 |                            
|                                                          |                          |           |                            

|   |                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | INVESTMENTS IN CORPORATE
      JOINT VENTURES                                                                                                                                                                        
|   |                                                                                                                                                                                                                      
|   | During the nine months
      ended May 31, 2003, the Company invested in a variety of new and existing
      corporate joint ventures.                                                                               
|   |                                                                                                                                                                                                                      
|   | The Company invested $127,742 in a
      new industrial chemical corporate joint venture in Holland. The contributions
      were made during the first and third quarters. This investment was financed
      by the

6

---



|   | extinguishment
      of the investment in the European holding company. The Company has a 50%
      ownership interest in the new entity. The new entity had no operations prior
      to the Companys investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During
      the second quarter the Company commenced investing under an oral understanding
      with two unrelated parties in a new industrial chemical joint venture to
      be formed in the United States. Not all of the terms and conditions of the
      transaction have yet been finalized, but the Company invested approximately
      $300,000, most of which has been applied to product development, resulting
      in the acquisition of inventory and equipment. It is not certain at this
      time whether final agreement can be reached, and if agreement is not reached,
      the extent to which the Company may recover its investment.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company
      invested $63,486 in a new industrial non-chemical corporate joint venture
      in Germany during the first quarter. The Company obtained a 10% ownership
      interest in this existing German GmbH. The Company will partner with the
      German GmbH to market and sell welding machinery through the existing corporate
      joint venture network.                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company
      invested $18,750 in an existing business consulting corporate joint venture
      in the United States. The Company made quarterly payments of $6,250 in each
      of the first three quarters. The Company obtained a 25% ownership interest
      in this company to utilize various government and military associations.                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company
      also received a portion of its original investment in NTI ASEAN, LLC back
      during the second quarter in the amount of $120,962. This amount was refunded
      based on the NTI ASEAN, LLC shareholders unanimously agreeing to a
      lower total capitalization than was originally agreed to when it was formed.
      NTI ASEAN LLC also wrote off a $120,962 receivable from the other 50% shareholder
      in the company, because of this the Companys ownership interest remained
      unchanged at 50%.                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7. | STOCKHOLDERS
      EQUITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During
      the nine months ended May 31, 2003, the Company purchased and retired 17,759
      shares of common stock for $61,044.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8. | SUPPLEMENTAL
      CASH FLOW INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During
      the nine months ended May 31, 2003, the Company declared a cash dividend
      of $.085 per share that it paid on December 18, 2002 to shareholders of
      record on December 4, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9. | TOTAL COMPREHENSIVE
      INCOME                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|                                        |                          |         |                         |   |                   
|--------------------------------------- | ------------------------ | ------- | ----------------------- | - | ------------------
|                                        | Three Months
      Ended |         | Nine Months
      Ended
|                                        |                          |         |                        
|                                        | May 31,
      2003       |         | May 31,
      2002      |   | May 31,
      2003
|Net (loss) income                       | $                        | (20,706 | )                       | $ | 375,999           
|Other comprehensive income             |                          |         |                         |   |                   
|foreign currency translation adjustment |                          | 185,179 |                         |   | 225,902           
|                                        |                          |         |                         |   |                   
|Total comprehensive income              | $                        | 164,473 |                         | $ | 601,901           
|                                        |                          |         |                         |   |                   

7

---



|10. | NET (LOSS) INCOME PER
      SHARE                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                              
|    | Basic net income per
      share is computed by dividing net income by the weighted average number
      of common shares outstanding. Diluted net income per share assumes the exercise
      of stock options using the treasury stock method, if dilutive.

ITEM 2  MANAGEMENTS
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting
  Policies

The consolidated financial
  statements include accounts of the Company and its wholly owned subsidiary.
  All significant intercompany transactions have been eliminated.

Sales Originating
  in North America The Company considers sales
  originating in North America to be all sales shipped/invoiced from the Companys
  facilities located in Minnesota and Ohio. There are no sales from the international
  corporate joint ventures included in the amount as the Companys investments
  in corporate joint ventures are accounted for using the equity method.

Cash Equivalents The Company considers investments with an original maturity of three
  months or less to be cash equivalents.

Investments Available
  for Sale The Company accounts for securities available
  for sale in accordance with Statement of Financial Accounting Standards No.
  115, Accounting for Certain Investments in Debt and Equity Securities(SFAS
  No. 115). SFAS No. 115 requires that available-for-sale securities be
  carried at fair value, with unrealized gains and losses reported as other comprehensive
  income within stockholders equity, net of applicable income taxes. Realized
  gains and losses and declines in value deemed to be other-than-temporary on
  available-for-sale securities are included in other income. Fair value of the
  securities is based upon the quoted market price on the last business day of
  the quarter or fiscal year. The cost basis for realized gains and losses on
  available-for-sale securities is determined on a specific identification basis.
  At May 31, 2003, the Companys available-for-sale securities consisted
  of commercial paper, corporate debt, certificates of deposit and discount notes
  with a cost basis and accrued interest income totaling $2,186,178 which approximates
  fair value.

Inventories
  Inventories are recorded at the lower of cost (first-in, first-out basis) or
  market.

Property and Depreciation Property and equipment are stated at cost. Depreciation is computed using
  the straight-line method based on the estimated service lives of the various
  assets as follows:

|Buildings
      and improvements | 5-20
      years
|-------------------------------- | ----------------
|Machinery
      and equipment    | 3-10
      years

Investments in Corporate
  Joint Ventures
  Investments in corporate joint ventures are accounted for using the equity method.
  Intercompany profits on inventories held by the corporate joint ventures that
  were purchased from the Company have been eliminated based on the Companys
  ownership percentage in each corporate joint venture.

Recoverability
  of Long-Lived Assets The Company reviews its long-lived
  assets whenever events or changes in circumstances indicate the carrying amount
  of the assets may not be recoverable. The Company determines potential impairment
  by comparing the carrying value of the assets with expected net cash flows expected
  to be provided by operating activities of the business or related products.
  Should the sum of the expected undiscounted future net cash flows be less than
  the carrying value, the Company would determine

8

---



whether an impairment loss
  should be recognized. An impairment loss would be measured by comparing the
  amount by which the carrying value exceeds the fair value of the asset. As of
  May 31, 2003, the Company did not consider any of its assets impaired.

Income TaxesThe Company utilizes the liability method of accounting for income taxes
  as set forth in Statement of Financial Accounting Standards (SFAS) No. 109,
  Accounting for Income Taxes. SFAS No. 109 requires an asset and liability
  approach to financial accounting and reporting for income taxes. Deferred income
  tax assets and liabilities are computed annually for differences between the
  financial statement and tax basis of assets and liabilities that will result
  in taxable or deductible amounts in the future, based on enacted tax laws and
  rates applicable to the periods in which the differences are expected to affect
  taxable income. Valuation allowances are established when necessary to reduce
  deferred tax assets to the amount expected to be realized. Income tax expense
  is the tax payable or refundable for the period plus or minus the change during
  the period in deferred tax assets and liabilities.

Foreign Currency
  Translation (Accumulated Other Comprehensive Income (Loss)) The functional currency of each international corporate joint venture is the
  applicable local currency. The translation of the applicable foreign currencies
  into U.S. dollars is performed for balance sheet accounts using current exchange
  rates in effect at the balance sheet date and for revenue and expense accounts
  using an average monthly exchange rate. Translation gains or losses are reported
  as an element of accumulated other comprehensive income (loss).

Revenue Recognition
  In recognizing revenue, the Company applies the
  provisions of the Securities & Exchange Commission Staff Accounting Bulletin
  101, Revenue Recognition.The Company recognizes revenue from the sale
  of its products when persuasive evidence of an arrangement exists, the product
  has been delivered, the fee is fixed and determinable and collection of the
  resulting receivable is reasonably assured. A portion of the gross profit on
  products shipped to the Companys corporate joint ventures is deferred
  until such products are sold by the corporate joint ventures.

Shipping and Handling The Company records all amounts billed to customers in a sales transaction
  related to shipping and handling as sales. The Company records costs related
  to shipping and handling in cost of goods sold.

Use of EstimatesThe preparation of the 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 reporting period. Actual results could differ from those estimates.

RESULTS OF OPERATIONS

GeneralThe Company conducts all foreign transactions based on the U.S. dollar,
  except for its investments in various foreign corporate joint ventures. The
  exchange rate differential relating to investments in foreign corporate joint
  ventures is accounted for under the requirements of SFAS No. 52.

NORTH AMERICAN OPERATIONS

Sales
  Net sales increased by $186,426 or 9.3% during the third quarter of 2003 from
  those of the third quarter of 2002. Net sales increased by $562,290 or 10.0%
  during the nine months ended May 31, 2003 compared to the nine months ended
  May 31, 2002. These changes in sales are due to an increase in demand for materials
  science based industrial packaging products.

9


---



Cost of SalesCost of goods sold as a percentage of net sales were 49.5% and 49.9% for the
  third quarter of 2003 and 2002, respectively. The cost of goods sold percentage
  of net sales was 48.0% and 48.5% for the nine months ended May 31, 2003 and
  May 31, 2002, respectively. Variations are due primarily to the mix of product
  sales slightly offset by increases in the price of resin.

Operating ExpensesAs a
  percentage of net sales, total operating expenses were 54.3% in the third quarter
  of fiscal 2003 and 52.1% in the third quarter of fiscal 2002. Operating expenses
  were 56.6% and 53.8% of net sales for the nine months ended May 31, 2003 and
  for the nine months ended May 31, 2002.

Operating expense classification
  percentages of net sales were as follows:

|                                 | Three
      Months Ended |   | Nine
      Months Ended 
|-------------------------------- | ------------------------ | - | ------------------------
|                                 |                          |   |                         
|                                 | May
      31,
      2003 |   | May
      31,
      2002
|Selling
      expense            | 22                       | % |                         
|General
      and administrative | 22                       |   |                         
|Research,
      engineering, and |                          |   |                         
|technical
      support          | 10                       |   |                         

Selling Expenses.The
  Companys selling expenses increased by $57,315 or 13.4% to $483,774 during
  the third quarter of fiscal 2003 as compared to $426,459 during the same period
  in fiscal 2002. The increase in selling expenses during the third quarter of
  fiscal 2003 was primarily related to the hiring of additional sales people the
  associated commission and travel related expenses. As a percentage of sales,
  selling expense increased to 22.1% in the third quarter of fiscal 2003 from
  21.3% in the third quarter of fiscal 2002. Selling expenses increased by $318,888
  or 29.3% to $1,406,802 during the nine months ended May 31, 2003 compared to
  the nine months ended May 31, 2002 due to the increase in the sales force as
  described above. During the nine months ended May 31, 2003 selling expense increased
  to 22.8% of sales from 19.4% during the nine months ended May 31, 2002.

General and Administrative
  Expenses.The Companys general and administrative
  expenses increased by $68,693 or 16.7% to $481,048 during the third quarter
  of fiscal 2003 as compared to $412,355 during the same period in fiscal 2002.
  The increase is attributable to increases in legal and court costs and accrued
  management bonus offset by decreases in consulting expenses and real estate
  taxes. As a percentage of sales, general and administrative expenses increased
  to 22.0% in the third quarter of fiscal 2003 from 20.6% in the third quarter
  of fiscal 2002. General and administrative expenses increased by $105,775 or
  7.8% to $1,457,648 during the nine months ended May 31, 2003 compared to the
  nine months ended May 31, 2002. The increase is attributed to there being no
  expenses relating to NIC, the wholly owned subsidiary that ceased operations
  in fiscal year 2002. Additionally, there were offsetting increases in legal
  fees, education expense and Board of Directors expenses. During the nine
  months ended May 31, 2003 general and administrative expenses decreased to 23.6%
  of sales from 24.1% during the nine months ended May 31, 2002.

Research, Engineering,
  and Technical Support Expenses.The Companys research,
  engineering, and technical support expenses increased by $20,547 or 10.0% to
  $225,111 during the third quarter of fiscal 2003 as compared to $204,564 during
  the same period in fiscal 2002. The increase in research, engineering, and technical
  support expenses during the third quarter of fiscal 2003 was primarily related
  to salary expense for hiring additional technical support personnel and an increases
  technical consulting expense. As a percentage of sales, research, engineering,
  and technical support expenses increased to 10.3% in the third quarter of fiscal
  2003 from 10.2% in the third quarter of fiscal 2002. Research, engineering,
  and technical support expenses increased by $51,437 or 8.9% to $629,641 during
  the nine months ended May 31, 2003

10

---



compared to the nine months
  ended May 31, 2002 due to the increases in technical consulting and salary expense
  as described above. During the nine months ended May 31, 2003 research, engineering,
  and technical support expenses decreased to 10.2% of sales from 10.3% during
  the nine months ended May 31, 2002.

CORPORATE JOINT VENTURES
  AND EUROPEAN HOLDING COMPANY

Corporate Joint
  Ventures and European Holding Company(Loss) income from corporate joint ventures and European holding company were
  ($34,174) and $799,633 for the three and nine months ended May 31, 2003, respectively,
  compared to $465,939 and $1,133,061 for the three and the nine months ended
  May 31, 2002. These decreases are due to reductions in equity in income from
  new joint ventures that are still in the early stages of development and the
  increase in expenses incurred in support of corporate joint ventures, which
  more than offset the increase in fees for technical support and other services.

INCOME TAX

Income TaxesIncome
  tax (benefit) expense for the three and nine months ended May 31, 2003 and 2002
  was calculated based on managements estimate of the Companys annual
  effective income tax rate. The Companys annual effective income tax rate
  for fiscal 2003 is lower than the statutory rate primarily due to the Companys
  equity in income of corporate joint ventures being recognized based on after-tax
  earnings of these entities. To the extent joint ventures undistributed
  earnings are distributed to the Company, it is not expected to result in any
  material additional income tax liability after the application of foreign tax
  credits.

LIQUIDITY AND CAPITAL RESOURCES

At May 31, 2003, the Companys
  working capital was $5,010,304, including $94,489 in cash and cash equivalents
  and $2,186,178 in investments available for sale, compared to a working capital
  of $6,276,934, including $230,274 in cash and cash equivalents and $4,008,417
  in investments available for sale at August 31, 2002.

Cash flows (used in) provided
  by operations for the nine months ended May 31, 2003 and 2002 were ($1,084,026)
  and $425,782, respectively. The net cash used in operations for the nine months
  ended May 31, 2003 resulted principally from net income and dividends received
  from corporate joint ventures being more than offset by the noncash equity income
  of industrial chemical joint ventures, and uses of cash for increases in operating
  assets and reductions of operating liabilities. During the nine months, the
  Company made a $445,469 deposit relating to a legal case involving potential
  trademark infringement against a competitor in Europe. The Company expects that
  the amount will be fully recoverable at the conclusion of the prosecution of
  the competitor. The net cash provided by operations for the nine months ended
  May 31, 2002 resulted principally from net income, receivables, dividends, offset
  by equity income of industrial chemical corporate joint ventures increases in
  notes receivable and foreign deposits, trade receivables and prepaid expenses
  and other.

Net cash provided by investing
  activities for the nine months ended May 31, 2003 was $1,318,489, which resulted
  from the sales of investments and a partial return of the Companys original
  investment in European holding company partially offset by investments in corporate
  joint ventures and additions to property and equipment and industrial patents.
  Net cash used in investing activities for the nine months ended May 31, 2002
  was $3,104,253, which resulted from the purchase of investments available-for-sale
  and additions to property and equipment and industrial patents partially offset
  by the proceeds from the sale of equipment and a partial return of the Companys
  original investment in European holding company.

11


---



Net cash used in financing
  activities for the nine months ended May 31, 2003 was $370,248, which resulted
  from the repurchase of common stock and payment of dividends. Net cash used
  in financing activities for the nine months ended May 31, 2002 was $108,494,
  which resulted from the repurchase of common stock.

The Company expects to meet
  future liquidity requirements by utilizing its existing cash and cash equivalents
  and investments available for sale combined with cash flows from future operations
  and distributions of earnings and technical assistance fees from the corporate
  joint venture investments.

The Company (excluding its
  subsidiary) has no long-term debt and no material capital lease commitments
  at May 31, 2003; however, the Companys wholly owned subsidiary has entered
  into a 15-year operating lease agreement for 16,826 square feet of office, manufacturing,
  laboratory, and warehouse space requiring monthly payments of $17,071, which
  can be adjusted annually according to the annual consumer price index through
  November 2014.

The Company has no postretirement
  benefit plan and does not anticipate establishing any postretirement benefit
  program.

Recently Issued Accounting
  Pronouncements

The Company accounts for
  its stock option plan using the intrinsic value method and has adopted the disclosure
  only provision of SFAS No. 123, as amended in 2002 by SFAS No. 148, Accounting
  for Stock-Based CompensationTransition and Disclosure. No compensation cost has been recognized for the
  stock options granted under the stock incentive plan. See disclosure within
  Note 2 to the consolidated financial statements.

In November 2002, the Financial
  Accounting Standards Board (FASB) issued FASB Interpretation No. 45, Guarantors
  Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees
  of Indebtedness of Others (FIN 45). FIN 45 clarifies the requirements for a
  guarantors accounting for and disclosure of certain issued and outstanding
  guarantees. The initial recognition and initial measurement provisions of FIN
  45 are applicable to guarantees issued or modified after December 31, 2002.
  Adoption of this statement did not have a material effect on the Companys
  financial statements.

Disclosure of the Control
  Environment

Within the 90-day period
  prior to the filing date of this report, management performed an evaluation,
  of the effectiveness of the design and operation of our disclosure controls
  and procedures as defined in Exchange Act Rules 13a-14(c) and 15d-14(c). We
  performed this evaluation under the supervision of, and with participation from,
  our Chairman of the Board & Co-Chief Executive Officer, President &
  Co-Chief Executive Officer, and Chief Financial Officer. Based upon that evaluation
  we, as well as our Chairman of the Board & Co-Chief Executive Officer, President
  & Co-Chief Executive Officer, and Chief Financial Officer, concluded that
  our disclosure controls and procedures were effective. There have been no significant
  changes in our internal controls or in other factors that could significantly
  affect internal controls subsequent to the date we carried out this evaluation,
  and therefore we believe that our disclosure controls and procedures remain
  effective. We intend to periodically evaluate our disclosure controls and procedures
  as required by the Exchange Act Rules.

PART IIOTHER INFORMATION

|ITEM 1LEGAL PROCEEDINGS:     | None
|----------------------------- | ----
|                              |     
|ITEM 2CHANGES IN SECURITIES: | None

12

---



|ITEM 3  DEFAULTS
      UPON SENIOR SECURITIES:                     | None
|------------------------------------------------------------------- | ----
|                                                                    |     
|ITEM 4  SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS: | None

ITEM 5OTHER INFORMATION

> Beloved friend Prof. Dr.
>     Milan Vukcevich, Member of NTIC Board of Directors since 1995 and colleague,
>     passed away on Saturday, May 10, 2003 at the age of 65. He is survived by
>     his beloved wife Michelle and their two sons.

ITEM 6EXHIBITS AND REPORTS ON FORM 8-K

> (a)    
>     Exhibits
>   None; however the written
>     statements of our applicable officers, as required pursuant to 18 U.S.C. Section
>     1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
>     accompanied the filing of this report as correspondence to the Securities
>     and Exchange Commission.
>   (b)    
>     Reports on Form 8-K
>   The Company did not file
>     any Current Reports on Form 8-K during the nine months ended May 31, 2003.

SIGNATURE PAGE

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

|                         | NORTHERN
      TECHNOLOGIES INTERNATIONAL CORPORATION                                                                                         
|------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------
|                         |                                                                                                                                               
|Date:July
      10, 2003 |                                                                                                                                               
|                         | Matthew
      C. Wolsfeld, CPA
      Chief Financial Officer                                                                                  
|                         |                                                                                                                                               
|                         | (Mr. Wolsfeld is the
      Principal Financial and Accounting Officer and has been duly authorized
      to sign on behalf of the registrant.)

13

---



CERTIFICATION
  PURSUANT TO SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I, Philip M. Lynch, certify
  that:

> 1. I have reviewed
>     this quarterly report on Form 10-QSB of Northern Technologies International
>     Corporation;
>   2. Based on my knowledge,
>     this quarterly report does not contain any untrue statement of a material
>     fact or omit to state a material fact necessary to make the statements made,
>     in light of the circumstances under which such statements were made, not misleading
>     with respect to the period covered by this quarterly report;
>   3. Based on my knowledge,
>     the financial statements, and other financial information included in this
>     quarterly report, fairly present in all material respects the financial condition,
>     results of operations and cash flows of the registrant as of, and for, the
>     periods presented in this quarterly report;
>   4. The registrants
>     other certifying officers and I are responsible for establishing and maintaining
>     disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
>     and 15d-14) for the registrant 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 officers and I have disclosed, based on our most recent evaluation,
>     to the registrants auditors and the audit committee of registrants
>     board of directors (or persons performing the equivalent 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 officers 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.

|Date:
      July 10, 2003 |                                                                                                    
|------------------------- | ---------------------------------------------------------------------------------------------------
|                          |                                                                                                    
|                          | Philip M.
      Lynch
      Chairman of the Board of Directors and
      Co-Chief Executive Officer

14

---



CERTIFICATION
  PURSUANT TO SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I, G. Patrick Lynch, certify
  that:

> 1. I have reviewed
>     this quarterly report on Form 10-QSB of Northern Technologies International
>     Corporation;
>   2. Based on my knowledge,
>     this quarterly report does not contain any untrue statement of a material
>     fact or omit to state a material fact necessary to make the statements made,
>     in light of the circumstances under which such statements were made, not misleading
>     with respect to the period covered by this quarterly report;
>   3. Based on my knowledge,
>     the financial statements, and other financial information included in this
>     quarterly report, fairly present in all material respects the financial condition,
>     results of operations and cash flows of the registrant as of, and for, the
>     periods presented in this quarterly report;
>   4. The registrants
>     other certifying officers and I are responsible for establishing and maintaining
>     disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
>     and 15d-14) for the registrant 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 officers and I have disclosed, based on our most recent evaluation,
>     to the registrants auditors and the audit committee of registrants
>     board of directors (or persons performing the equivalent 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 officers 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.

|Date: July
      10, 2003 |                                                                      
|------------------------- | ---------------------------------------------------------------------
|                          |                                                                      
|                          | G. Patrick
      Lynch
      President and Co-Chief Executive Officer

15

---



CERTIFICATION
  PURSUANT TO SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew C. Wolsfeld,
  certify that:

> 1. I have reviewed
>     this quarterly report on Form 10-QSB of Northern Technologies International
>     Corporation;
>   2. Based on my knowledge,
>     this quarterly report does not contain any untrue statement of a material
>     fact or omit to state a material fact necessary to make the statements made,
>     in light of the circumstances under which such statements were made, not misleading
>     with respect to the period covered by this quarterly report;
>   3. Based on my knowledge,
>     the financial statements, and other financial information included in this
>     quarterly report, fairly present in all material respects the financial condition,
>     results of operations and cash flows of the registrant as of, and for, the
>     periods presented in this quarterly report;
>   4. The registrants
>     other certifying officers and I are responsible for establishing and maintaining
>     disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
>     and 15d-14) for the registrant 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 officers and I have disclosed, based on our most recent evaluation,
>     to the registrants auditors and the audit committee of registrants
>     board of directors (or persons performing the equivalent 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 officers 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.

|Date: July
      10, 2003 |                                                             
|------------------------- | ------------------------------------------------------------
|                          |                                                             
|                          | Matthew
      C. Wolsfeld, CPA
      Chief Financial Officer

16

---



CERTIFICATION PURSUANT
  TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
  OF THE SARBANES-OXLEY ACT OF 2002

In connection with the
  Quarterly Report of Northern Technologies International Corporation (the Company)
  on Form 10-QSB for the period ending May 31, 2003 as filed with the Securities
  and Exchange Commission on the date hereof (the Report), I, Philip
  M. Lynch, Chairman of the Board and Co-Chief Executive Officer of the Company,
  certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
  906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and
  belief:

| | (1) | The Report fully complies
      with the requirements of Section 13(a) or 15(d) of the Securities Exchange
      Act of 1934; and                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                 
| | (2) | The information contained
      in the Report fairly presents, in all material respects, the financial condition
      and results of operations of the Company.

|                      | Chairman
      of the Board of Directors and Co-Chief
      Executive Officer (principal executive officer)
|--------------------- | -----------------------------------------------------------------------------------------------------------
|                      |                                                                                                            
|Philip M.
      Lynch |                                                                                                            

Lino Lakes, Minnesota
  July 10, 2003

17


---



CERTIFICATION PURSUANT
  TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
  OF THE SARBANES-OXLEY ACT OF 2002

In connection with the
  Quarterly Report of Northern Technologies International Corporation (the Company)
  on Form 10-QSB for the period ending May 31, 2003 as filed with the Securities
  and Exchange Commission on the date hereof (the Report), I, G. Patrick
  Lynch, President and Co-Chief Executive Officer of the Company, certify, pursuant
  to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
  Act of 2002, that, to the best of my knowledge and belief:

| | (1) | The Report fully complies
      with the requirements of Section 13(a) or 15(d) of the Securities Exchange
      Act of 1934; and                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                 
| | (2) | The information contained
      in the Report fairly presents, in all material respects, the financial condition
      and results of operations of the Company.

|                       | President
      and Co-Chief Executive Officer (principal
      executive officer)
|---------------------- | ----------------------------------------------------------------------------------
|                       |                                                                                   
|G. Patrick
      Lynch |                                                                                   

Lino Lakes, Minnesota 
  July 10, 2003

18


---



CERTIFICATION PURSUANT
  TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
  OF THE SARBANES-OXLEY ACT OF 2002

In connection with the
  Quarterly Report of Northern Technologies International Corporation (the Company)
  on Form 10-QSB for the period ending May 31, 2003 as filed with the Securities
  and Exchange Commission on the date hereof (the Report), I, Matthew
  C. Wolsfeld, Chief Financial Officer of the Company, certify, pursuant to 18
  U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
  Act of 2002, that, to the best of my knowledge and belief:

| | (1) | The Report fully complies
      with the requirements of Section 13(a) or 15(d) of the Securities Exchange
      Act of 1934; and                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                 
| | (2) | The information contained
      in the Report fairly presents, in all material respects, the financial condition
      and results of operations of the Company.

|                               | Chief Financial
      Officer (principal financial officer and 
      principal accounting officer)
|------------------------------ | ---------------------------------------------------------------------------------------------------
|                               |                                                                                                    
|Matthew
      C. Wolsfeld, CPA |                                                                                                    

Lino Lakes, Minnesota
  July 10, 2003

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