SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



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

For the quarterly period ended:              June 30, 2001
                               -------------------------------------------------



                         Commission File Number 1-5426.
                          -----------------------------



                             THOMAS INDUSTRIES INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                                        61-0505332
------------------------------------------          ----------------------------
    (State or other jurisdiction of                       (IRS Employer
     incorporation or organization)                    Identification No.)


4360 Brownsboro Road, Louisville, Kentucky                    40207
------------------------------------------          ----------------------------
  (Address of principal executive office)                  (Zip Code)


Registrant's telephone number, including area code:        502/893-4600
                                                    ----------------------------



                                 Not Applicable
--------------------------------------------------------------------------------
        (Former name, former address, and former fiscal year, if changed
                              since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve 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 [ ]

The number of shares  outstanding of issuer's  Common Stock, $1 par value, as of
July 28, 2001, was 15,181,786 shares.








                                  Page 1 of 12

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

<TABLE>

                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                     (In Thousands Except Amounts Per Share)

<CAPTION>

                                                         Three Months Ended                  Six Months Ended
                                                              June 30                             June 30
                                                       -----------------------           -----------------------

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

<S>                                                    <C>             <C>               <C>             <C>
Net sales                                              $46,915         $48,436           $96,611         $99,247
Cost of products sold                                   30,162          30,607            61,557          63,619
                                                        ------          ------            ------          ------
Gross profit                                            16,753          17,829            35,054          35,628

Selling, general, and
  administrative expenses                               10,603          10,852            21,987          22,011
Equity income from Lighting                              6,112           5,895            11,173          11,306
                                                        ------          ------            ------          ------
Operating income                                        12,262          12,872            24,240          24,923
Interest expense                                           944             984             1,886           1,971
Interest income and other                                  407           1,297             1,019           1,872
                                                        ------          ------            ------          ------
Income before income taxes                              11,725          13,185            23,373          24,824
Income taxes                                             4,397           4,773             8,765           9,254
                                                        ------          ------            ------          ------
Net income                                             $ 7,328         $ 8,412           $14,608         $15,570
                                                        ======          ======            ======          ======
Net income per share:
  Basic                                                   $.48            $.54             $ .96           $1.00
  Diluted                                                 $.47            $.53             $ .93            $.98

Dividends declared per share                             $.085           $.075              $.17            $.15

Weighted average number of shares outstanding:
  Basic                                                 15,163          15,515            15,140          15,549
  Diluted                                               15,722          15,859            15,678          15,887



See notes to condensed consolidated financial statements.



</TABLE>




                                       2

<PAGE>


<TABLE>

                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
<CAPTION>

                                                             (Unaudited)
                                                               June 30           December 31
                                                                2001                  2000*
                                                                ----                  ----
<S>                                                              <C>               <C>
ASSETS
Current assets
  Cash and cash equivalents                                      $  9,318          $ 13,941
  Accounts receivable, less allowance
       (2001--$800; 2000--$752)                                    23,903            22,255
  Inventories:
       Finished products                                            6,324             7,046
       Raw materials                                               10,912            11,032
       Work in process                                              4,277             4,210
                                                                  -------           -------
                                                                   21,513            22,288
  Deferred income taxes                                             3,073             3,082
  Other current assets                                              2,843             2,251
                                                                  -------           -------
                            Total current assets                   60,650            63,817
Investment in GTG                                                 177,014           168,954
Property, plant, and equipment                                     90,736            87,556
  Less accumulated depreciation and amortization                   50,611            48,035
                                                                  -------           -------
                                                                   40,125            39,521
Note receivable from GTG                                           22,287            22,287
Intangible assets--less accumulated amortization                    9,271            10,111
Other assets                                                        3,578             3,430
                                                                  -------           -------
                                    Total assets                 $312,925          $308,120
                                                                  =======           =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Notes payable                                                  $  4,050          $    --
  Accounts payable                                                  6,417             7,385
  Accrued Expenses and other current liabilities                   16,142            18,014
  Current portion of long-term debt                                 7,786             7,786
                                                                  -------           -------
                       Total current liabilities                   34,395            33,185
Deferred income taxes                                               9,319             9,415
Long-term debt (less current portion)                              34,969            40,727
Other long-term liabilities                                         6,803             7,436
                                                                  -------           -------
                               Total liabilities                   85,486            90,763

Shareholders' equity
  Preferred Stock, $1 par value,
    3,000,000 shares authorized--none issued                         --                 --
  Common Stock, $1 par value, shares authorized:
    60,000,000;  Shares issued: 2001--17,795,483
                                2000--17,670,342                   17,795            17,670
  Capital surplus                                                 113,238           111,982
  Deferred compensation                                               733               401
  Treasury stock held for deferred compensation                      (733)             (401)
  Retained earnings                                               147,184           135,153
  Accumulated other comprehensive income (loss)                   (12,321)           (9,058)
  Less cost of treasury shares:
       (2001--2,622,339; 2000--2,619,039)                         (38,457)          (38,390)
                                                                  -------           -------
                      Total shareholders' equity                  227,439           217,357
                                                                  -------           -------
      Total liabilities and shareholders' equity                 $312,925          $308,120
                                                                  =======           =======

*Derived from the audited  December 31, 2000,  consolidated  balance sheet.
 See notes to condensed consolidated financial statements.

</TABLE>

                                       3

<PAGE>

<TABLE>

                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (Dollars in Thousands)
<CAPTION>

                                                                           Six Months Ended
                                                                                June 30
                                                                      ------------------------
                                                                         2001          2000

<S>                                                                    <C>            <C>
Operating activities:
  Net income                                                           $14,608        $15,570
  Adjustments to reconcile net income to net
    cash (used in)/provided by operating activities:
         Depreciation and amortization                                  4,248           4,350
         Deferred income taxes                                           (334)           (246)
         Equity income from Lighting                                  (11,172)        (11,306)
         Distributions from Lighting                                    3,092           4,891
         Other items                                                       24             168
         Changes in operating assets and liabilities:
           Accounts receivable                                         (2,317)         (5,430)
           Inventories                                                   (401)           (918)
               Accounts payable                                          (801)           (714)
           Accrued expenses and other liabilities                      (2,341)          3,171
           Other                                                         (175)           (427)
                                                                       ------          ------
Net cash provided by operating activities                               4,431           9,109


Investing activities:
  Purchases of property, plant and equipment                           (5,244)         (4,152)

  Sale of property, plant and equipment                                    11               2
                                                                       ------          ------
Net cash used in investing activities                                  (5,233)         (4,150)

Financing activities:
  Proceeds from notes payable to banks, net                             4,050             650
  Payments on long-term debt                                           (7,758)         (7,743)
  Proceeds from long-term debt                                          2,000              --
  Treasury stock purchased                                                (67)         (6,610)
  Dividends paid                                                       (2,417)         (2,355)
  Other                                                                 1,381             748
                                                                       ------          ------
Net cash used in financing activities                                  (2,811)        (15,310)
Effect of exchange rate change                                         (1,010)           (394)
                                                                       -------         ------

Net decrease in cash and cash equivalents                              (4,623)        (10,745)

Cash and cash equivalents at beginning of period                       13,941          16,487
                                                                       ------          ------

Cash and cash equivalents at end of period                            $ 9,318          $5,742
                                                                       ======           =====




See notes to condensed consolidated financial statements.

</TABLE>




                                       4
<PAGE>




                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Note A - Basis of Presentation
------------------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  reporting and with the instructions to Form 10-Q and Article 10-01 of
Regulation  S-X.  Accordingly,  they  do not  include  all the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.

The results of operations for the six-month  period ended June 30, 2001, are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2001.  In the opinion of  management,  all  adjustments  considered
necessary for a fair presentation have been included.  For further  information,
refer to the  consolidated  financial  statements and footnotes  included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.



Note B - Contingencies
----------------------

In the normal  course of business,  the Company is a party to legal  proceedings
and claims. When costs can be reasonably estimated,  appropriate liabilities for
such matters are recorded.  While  management  currently  believes the amount of
ultimate  liability,  if any, with respect to these actions will not  materially
affect the  financial  position,  results of  operations,  or  liquidity  of the
Company,  the  ultimate  outcome  of  any  litigation  is  uncertain.   Were  an
unfavorable outcome to occur, the impact could be material to the Company.


Note C - Comprehensive Income
-----------------------------

Reconciliation  of net income to comprehensive  income for the periods indicated
follows.

(In Thousands)
For the three months ended June 30:                2001                  2000
                                                   ----                  ----

       Net income                                 $7,328                $8,412
       Foreign currency translation                 (130)                 (911)
                                                   -----                 -----
       Comprehensive income                       $7,198                $7,501
                                                   =====                 =====

For the six months ended June 30:

       Net income                                $14,608               $15,570
       Foreign currency translation               (3,263)               (2,126)
                                                  ------                -------
       Comprehensive income                      $11,345               $13,444
                                                  ======                ======


                                       5

<PAGE>


Note D - Net Income Per Share
-----------------------------

The  computation of the numerator and denominator in computing basic and diluted
net income per share follows:

<TABLE>

    (In Thousands)                                       Three Months            Six Months
                                                         Ended June 30          Ended June 30
                                                         -------------          --------------
                                                       2001         2000          2001       2000
                                                       ----         ----          ----       ----
    <S>                                              <C>          <C>            <C>          <C>
    Numerator:
        Net income                                   $ 7,328      $ 8,412        $14,608      $15,570
                                                      ======       ======         ======       ======

    Denominator:
        Weighted average shares outstanding           15,163       15,515         15,140       15,549

      Effect of dilutive securities:
         Director and employee stock options             518          342            494          332
         Employee performance shares                      41            2             44            6
                                                      ------       ------         ------       ------
         Dilutive potential common shares                559          344            538          338
                                                      ------       ------         ------       ------
         Denominator for diluted earnings per
           share--adjusted weighted average
          shares and assumed conversions              15,722       15,859         15,678       15,887
                                                      ======       ======         ======       ======
</TABLE>

Note E - Genlyte Thomas Group LLC
---------------------------------

The following table contains  certain  unaudited  financial  information for the
Joint Venture.

<TABLE>

                            Genlyte Thomas Group LLC
                         Condensed Financial Information
                             (Dollars in Thousands)
<CAPTION>

                                                  (Unaudited)
                                                    June 30         December 31
                                                     2001              2000
                                                     ----              ----
       <S>                                          <C>              <C>
       Balance sheet:
          Current assets                            $334,975         $326,626
          Long-term assets                           282,161          288,082
          Current liabilities                        159,705          177,454
          Long-term liabilities                       81,632           89,948

<CAPTION>

                                                        Three Months                 Six Months
                                                        Ended June 30               Ended June 30
                                                        -------------               --------------
                                                     2001         2000           2001            2000
                                                     ----         ----           ----            ----
       <S>                                         <C>          <C>            <C>            <C>
       Income statement:
          Net sales                                $257,842     $253,214       $502,637       $499,574
          Gross profit                               90,655       86,938        176,002        170,878
          Earnings before interest and taxes         23,686       22,210         43,615         42,406
          Net income*                                20,914       20,075         38,546         38,638

   *Amounts recorded by Thomas Industries Inc.:
          Equity income from GTG                   $  6,692     $  6,424       $ 12,334       $ 12,364
          Stock option expense                          (51)         --            (103)           --
       Amortization of excess investment               (529)        (529)        (1,058)        (1,058)
                                                    -------       ------        -------        -------
          Equity income reported by Thomas         $  6,112        5,895       $ 11,173       $ 11,306
                                                    =======       ======        =======        =======
</TABLE>


                                       6

<PAGE>




Note F - Receivables from Affiliate
-----------------------------------

Included in Other  Long-Term  Assets at June 30, 2001, and December 31, 2000, is
$22,287,000  which represents a debt  equalization note payable to Thomas by GTG
related to the formation of the Joint Venture.  Interest on the principal amount
outstanding  under the note  accrues  at a  variable  rate and is  payable  on a
quarterly basis. The principal amount of the note is due on August 29, 2003, and
may be prepaid in whole or in part at any time without premium or penalty.


Note G - Segment Disclosures
----------------------------

<TABLE>

                                                   Three Months Ended          Six Months Ended
                                                      June 30                       June 30
                                                   -------------------         -----------------
                                                  2001         2000            2001         2000
                                                  ----         ----            ----         ----
<S>                                             <C>          <C>            <C>           <C>
Total net sales including
  intercompany sales
       Pump and Compressor                      $52,423      $54,560        $108,905      $110,133


Intercompany sales
       Pump and Compressor                      $(5,508)     $(6,124)       $(12,294)     $(10,886)
                                                 ------       ------         -------       -------


Net sales to unaffiliated customers
       Pump and Compressor                      $46,915      $48,436        $ 96,611      $ 99,247
                                                 ======       ======         =======       =======


Operating income
       Pump and Compressor                      $ 7,566      $ 8,694        $ 16,109      $ 17,168
       Lighting*                                  6,112        5,895          11,173        11,306
       Corporate                                 (1,416)      (1,717)         (3,042)       (3,551)
                                                 ------       ------         -------       -------
                                                $12,262      $12,872        $ 24,240      $ 24,923
                                                 ======       ======         =======       =======

*Three  months ended June 30 consists of equity income of $6,692,000 in 2001 and
$6,424,000 in 2000 from our 32% interest in the joint  venture,  Genlyte  Thomas
Group LLC (GTG),  less $529,000 of amortization in both 2001 and 2000 of Thomas'
excess  investment  and less  $51,000 in 2001  related to expense  recorded  for
Thomas  Industries stock options issued to GTG employees.  Six months ended June
30 consists of equity income of $12,334,000 in 2001 and $12,364,000 in 2000 from
our 32% interest in GTG, less  $1,058,000 of  amortization in both 2001 and 2000
of  Thomas'  excess  investment  and less  $103,000  in 2001  related to expense
recorded for Thomas Industries stock options issued to GTG employees.

</TABLE>


Note H - Accounting Pronouncement
---------------------------------

In September  2000, the Emerging  Issues Task Force reached a consensus on Issue
00-10,  "Accounting for Shipping and Handling Fees and Costs." The EITF requires
that  all  shipping  and  handling  amounts  billed  to a  customer  in  a  sale
transaction be classified as revenue. The EITF also states that a company cannot
net the shipping and handling  costs against the shipping and handling  revenues
in the financial statements. Accordingly, Thomas has restated net sales and cost
of  sales  for  the  three  months  and six  months  ended  June  30,  2000,  by
reclassifying  shipping  and  handling  costs  totaling  $469,000  and  $894,000
respectively, from net sales to costs of sales.

                                       7

<PAGE>

In July 2001,  the  Financial  Accounting  Standards  Board issued SFAS No. 141,
"Business  Combinations"(SFAS  141)  and  SFAS  No.  142,  "Goodwill  and  Other
Intangible  Assets" (SFAS 142).  These  statements  establish new accounting and
reporting  standards  for  business  combinations  and  associated  goodwill and
intangible assets.  SFAS 141, effective  immediately,  eliminates the pooling of
interest  method  of  accounting  and  amortization  of  goodwill  for  business
combinations initiated after June 30, 2001. SFAS 142, effective January 1, 2002,
will require that goodwill and intangible assets with indefinite useful lives no
longer be amortized, but instead tested for impairment at least annually. We are
currently  reviewing the  statements to determine  their impact on the Company's
results of operations and financial position.


Note I - Short-Term Borrowings
------------------------------

As of June 30, 2001, the Company had short-term  borrowings of $4,050,000  which
bear interest at variable  rates.  These  borrowings were primarily used to fund
working  capital needs,  capital  expenditures,  and our long-term debt payment.
Short-term  borrowings  at December 31, 2000,  and June 30, 2000,  were zero and
$650,000 respectively.


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

Results of Operations
---------------------

Net sales during the second quarter ended June 30, 2001, decreased 3.1% to $46.9
million  compared to $48.4 million for the second  quarter of 2000. The 2000 net
sales and cost of sales have been restated due to an Emerging  Issues Task Force
consensus on Issue 00-10, "Accounting for Shipping and Handling Fees and Costs,"
as noted in our 2000 Annual Report. The North American  operations had a decline
in net sales,  primarily as a result of our larger OEM  customers  continuing to
push out orders,  although we did see minor improvement late in the quarter. Our
European and Asia Pacific operations also showed lower net sales,  primarily due
to weakening  local  currencies  versus the strong U.S.  dollar.  Overall second
quarter sales would be 2.3% higher if measured in constant  exchange rates.  Net
sales for the six-month  period ended June 30, 2001, were $96.6 million compared
to $99.2 million for the prior year.  This decline was attributed to softness in
the North American  operations,  while the European and Asia Pacific  operations
showed increases in net sales,  despite weakening local currencies.  Our overall
sales for the  six-month  period  would be 2.7%  higher if  measured in constant
exchange rates.

Operating  income for the second  quarter ended June 30, 2001, was $12.3 million
or 4.7%  lower  than  the  prior-year  amount  of  $12.9  million.  The Pump and
Compressor  Segment  posted a 13.0%  decrease in operating  income over the 2000
second quarter. This was principally due to unfavorable  manufacturing variances
incurred  when  production  was scaled  back to manage  inventory  levels at the
reduced  sales  volume.  Additionally,  unfavorable  exchange  rate impacted our
margins due to the weakening  local  currencies of the European and Asia Pacific
operating units.  The Lighting Segment (GTG Joint Venture) results  increased to
$6.1 million in the second quarter of 2001, compared to $5.9 million in the same
period  last year.  This was  principally  due to an  increase  in sales by GTG,
despite relatively soft market conditions.  Corporate expenses decreased to $1.4
million in the  second  quarter of 2001,  compared  to $1.7  million in the same
period last year. This was primarily due to lower  compensation and professional
fees in 2001. Operating income for the six-month period ended June 30, 2001, was
$24.2 million compared to $24.9


                                       8

<PAGE>

Item 2.  Management's  Discussion and Analysis - Continued

million  in 2000.  This  decrease  was  attributable  primarily  to the Pump and
Compressor  Segment's second quarter results, as explained above.  Additionally,
the income from the Lighting  Segment  decreased  to $11.2  million in the first
half of 2001,  compared to $11.3 million in 2000.  This was primarily due to the
Company's share of increased interest expense,  foreign income tax, and domestic
franchise tax at the Joint Venture level, which occurred in the first quarter of
2001 due to acquisitions.  Corporate  expenses also decreased to $3.0 million in
2001,  compared to $3.6 million in 2000,  with the  reduction  primarily  due to
reduced compensation and professional fees.

Net income for the 2001 second  quarter of $7.3  million  was 3.8 percent  lower
than the $7.6 million for the comparable 2000 period, after excluding a one-time
gain of $.8 million from the proceeds of a life insurance policy recorded in the
second quarter of 2000. Net income for the six-month period ended June 30, 2001,
was $14.6  million  compared to $14.8 million in 2000,  after  excluding the $.8
million one-time gain in 2000 noted above.  The quarter and six-month  decreases
from 2000,  after  excluding the $.8 million gain in 2000, were due primarily to
the changes noted in the operating income  discussion  above, but were partially
offset by lower interest expense and a lower effective tax rate in 2001.

Interest  expense  for the 2001  second  quarter  was $.9 million or 4.1 percent
lower than the 2000 amount of $1.0 million.  The 2001 six-month interest expense
of $1.9  million  was 4.3  percent  lower than the $2.0  million  for 2000.  The
reductions in the second quarter and six-month periods were primarily related to
the $7.7 million payment of long-term debt on January 31, 2001,  which carried a
9.36 percent annual interest rate. This payment did reduce interest expense over
the prior-year  amounts but was partially  offset by interest expense in 2001 on
higher amounts of short-term  borrowings and additional long-term debt proceeds,
of which $8.0 million was received on  September  29, 2000,  and $2.0 million on
May 31, 2001. The additional short-term and long-term borrowings in 2001 were at
variable interest rates, which were lower than the comparable rates in 2000.

The note  receivable  from GTG at June 30,  2001,  and  December  31,  2000,  is
$22,287,000,  which represents the debt  equalization  note payable to Thomas by
GTG related to the  formation of the Joint  Venture.  Interest on the  principal
amount outstanding under the note accrues at a variable rate and is payable on a
quarterly basis. The principal amount of the note is due on August 29, 2003, and
may be prepaid in whole or in part at any time without premium or penalty.

Working  capital of $26.3  million at June 30, 2001,  is $4.3 million lower than
the amount at December  31,  2000,  primarily  resulting  from the $7.7  million
long-term  debt payment on January 31, 2001,  and capital  expenditures  of $5.2
million, offset by proceeds from short-term borrowings of $4.1 million, proceeds
from  long-term   borrowings  of  $2.0  million   received  May  31,  2001,  and
distributions  of $3.1  million  from GTG.  For the period  December  31,  2000,
through June 30, 2001, the Company  purchased an additional 3,300 shares for the
stock repurchase program that was announced in December 1999. Through August 13,
2001, the Company has  purchased,  on a cumulative  basis,  879,189 shares at an
aggregate  cost of $17.3  million.  Accounts  receivable at June 30, 2001,  have
increased by 7.4 percent since December 31, 2000, due to a higher  concentration
of shipments  occurring toward the end of the second quarter of 2001 compared to
the end of the fourth  quarter of 2000.  The number of days sales in receivables
at June 30, 2001, compared to December 31, 2000, has decreased to 48.1 days from
49.3. Inventory at June 30, 2001, has decreased


                                       9

<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

3.5 percent since December 31, 2000; while annualized inventory turnover at June
30, 2001, of 4.84 decreased from the December 31, 2000, level of 5.04.

Certain loan agreements of the Company include  restrictions on working capital,
operating  leases,  tangible net worth,  and the payment of cash  dividends  and
stock distributions. Under the most restrictive of these arrangements,  retained
earnings of $75.6 million are not restricted at June 30, 2001.

As of June 30, 2001, the Company had available  credit of $10 million with banks
under borrowing  arrangements and all of this was being used.  Anticipated funds
from  operations,  along with available  short-term  credit,  are expected to be
sufficient  to meet  cash  requirements  in the year  ahead.  Cash in  excess of
operating  requirements  will  continue  to be  invested  in  investment  grade,
short-term securities.

New European Currency
---------------------

Eleven  European  countries  (The European  Monetary  Union) have  implemented a
single  currency  zone as of January  1,  1999.  The new  currency  (Euro)  will
eventually replace the existing currencies of the participating  countries.  The
transition  from  the  various  currencies  to  the  euro  is  occurring  over a
three-year  period and will become  effective in 2002.  The software used by our
European  operations has been modified to accommodate the dual currencies during
the  transition  period.  A  team  is in  place  to  monitor  any  changing  EMU
requirements and has established the final  conversion  timetable for the single
EMU currency.

While  management  currently  believes the Company has accommodated any required
changes  in its  operations,  there  can be no  assurance  that  its  customers,
suppliers,  service  providers,  or  government  agencies will all meet the euro
currency requirements in a timely manner. Such failure to complete the necessary
work on a timely basis could result in material financial risk.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

The Company's long-term debt bears interest at fixed rates with the exception of
the $10 million  note that accrues  interest at variable  rates.  The  Company's
results of  operations  and cash  flows,  therefore,  would only be  affected by
interest rate changes to the extent of variable rate debt. At June 30, 2001, the
variable rate debt outstanding was $14.1 million,  consisting of the $10 million
long-term note and the $4.1 million of short-term borrowings.  A 100 basis point
movement in the  interest  rate on the $14.1  million  variable  rate debt would
result in a $141,000 annualized effect on interest expense and cash flows.

The Company also has a long-term note  receivable  from GTG of $22,287,000  that
bears interest at a variable rate. Therefore,  a 100 basis point movement in the
interest rate on the  $22,287,000  note would result in an approximate  $223,000
annualized effect on interest income and cash flows.

The fair value of the  Company's  long-term  debt with fixed  interest  rates is
estimated  based on current  interest  rates  offered to the Company for similar
instruments.  A 100 basis point movement in the interest rate would result in an
approximate $625,000 annualized effect on the fair value of long-term debt.

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<PAGE>

The Company has  significant  operations  consisting of sales and  manufacturing
activities in foreign countries.  As a result,  the Company's  financial results
could be  significantly  affected by factors such as changes in foreign currency
exchange rates or changing  economic  conditions in the foreign markets in which
the Company manufactures or distributes its products. Currency exposures for our
Pump and Compressor  Segment are  concentrated  in Germany but exist to a lesser
extent in other parts of Europe and Asia. The Lighting Segment currency exposure
is primarily in Canada.


PART II. OTHER INFORMATION
-------  -----------------

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

                 (a)      A regular  Annual Meeting of Shareholders was held on
                          April 19, 2001.

                 (b)      Class III Directors  elected at  the Annual Meeting of
                          Shareholders  were H. Joseph  Ferguson  and Anthony A.
                          Massaro.  Directors whose term of office as a director
                          continued  after the  meeting  were  Timothy C. Brown,
                          Wallace H. Dunbar, Gene P. Gardner, Lawrence E. Gloyd,
                          William M. Jordan, and Franklin J. Lunding, Jr.

                 (c)      The voting  at the Annual Meeting of Shareholders  was
                          as follows:

                          Proposal No. 1 - Election of Directors

                                                        For            Withheld
                                                        ---            --------

                          H. Joseph Ferguson         13,882,369         56,184
                          Anthony A. Massaro         13,882,816         55,737


Item 6.  Exhibits and Reports on Form 8-K

                 (a)      Exhibits

                          10,000,000  credit  arrangement will be filed with the
                          Commission  upon its  request in  accordance  with S-K
                          Item 601 (4)(iii)(A).

                 (b)      A Form 8-K was filed on April 24, 2001, announcing the
                          appointment of Arthur Andersen LLP as the registrant's
                          independent  auditors for 2001 and the termination  of
                          Ernst  &  Young  LLP  as  the   previous   independent
                          auditors.







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<PAGE>





                                    SIGNATURE

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

                                                  THOMAS INDUSTRIES INC.
                                         ---------------------------------------
                                                       Registrant


                                         /s/ Phillip J. Stuecker
                                         ---------------------------------------
                                         Phillip J. Stuecker, Vice President and
                                         Chief Financial Officer

Date    August 13, 2001
    -----------------------



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