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, 2002
                               -------------------------------------------------


                         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
                                                       -------------------------

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 26, 2002, was 15,279,716 shares.














                                  Page 1 of 17

<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
                                                       -----------------------          --------------------------


                                                         2002            2001              2002             2001
                                                         ----            ----              ----             ----

<S>                                                    <C>             <C>               <C>               <C>
Net sales                                              $49,928         $46,915           $95,985           $96,611
Cost of products sold                                   31,919          30,162            61,081            61,557
                                                       -------         -------           -------           -------
Gross profit                                            18,009          16,753            34,904            35,054

Selling, general, and
  administrative expenses                               11,414          10,603            22,247            21,987
Equity income from GTG                                   7,522           6,112            13,524            11,173
                                                       -------         -------           -------           -------
Operating income                                        14,117          12,262            26,181            24,240
Interest expense                                           560             944             1,179             1,886
Interest income and other                                   43             407               285             1,019
                                                       -------         -------           -------           -------
Income before income taxes                              13,600          11,725            25,287            23,373
Income taxes                                             4,964           4,397             9,230             8,765
                                                       -------         -------           -------           -------
Net income                                             $ 8,636         $ 7,328           $16,057           $14,608
                                                       =======         =======           =======           =======
Net income per share:
  Basic                                                   $.57            $.48             $1.05             $ .96
  Diluted                                                 $.54            $.47             $1.02             $ .93

Dividends declared per share:                            $.085           $.085              $.17             $ .17

Weighted average number of shares outstanding:
  Basic                                                 15,276          15,163            15,260            15,140
  Diluted                                               15,883          15,722            15,817            15,678



See notes to condensed consolidated financial statements.



</TABLE>



                                       2


<PAGE>





                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                                       (Unaudited)
                                                        June 30      December 31
                                                          2002           2001*
                                                          ----           -----
ASSETS
Current assets
  Cash and cash equivalents                             $  21,148     $  29,500
  Accounts receivable, less allowance
       (2002--$1,597; 2001--$1,103)                        25,918        21,026
  Inventories:
       Finished products                                    7,393         6,311
       Raw materials                                       11,454        10,882
       Work in process                                      3,753         3,503
                                                        ---------     ---------
                                                           22,600        20,696
  Deferred income taxes                                     2,689         2,497
  Other current assets                                      2,044         2,442
                                                        ---------     ---------
                            Total current assets           74,399        76,161
Investment in GTG                                         191,133       179,219
Property, plant, and equipment                             97,418        92,378
  Less accumulated depreciation and amortization          (58,179)      (52,608)
                                                        ---------     ---------
                                                           39,239        39,770
Goodwill                                                    9,920         9,244
Other intangible assets--less accumulated
  amortization                                                500           427
Other assets                                                3,319         1,893
                                                        ---------     ---------
                                    Total assets        $ 318,510     $ 306,714
                                                        =========     =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable                                      $   7,629     $   6,861
  Accrued Expenses and other current liabilities           12,019        11,738
  Dividends payable                                         1,299         1,295
  Income taxes payable                                      1,423         2,501
  Current portion of long-term debt                         7,788         7,788
                                                        ---------     ---------
                       Total current liabilities           30,158        30,183
Deferred income taxes                                       5,572         5,349
Long-term debt (less current portion)                      17,180        24,938
Other long-term liabilities                                 8,511         8,531
                                                        ---------     ---------
                               Total liabilities           61,421        69,001
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: 2002--17,901,939
                                2001--17,855,511           17,902        17,856
  Capital surplus                                         115,066       114,342
  Deferred compensation                                       802           739
  Treasury stock held for deferred compensation              (802)         (739)
  Retained earnings                                       171,623       158,161
  Accumulated other comprehensive income (loss)            (9,045)      (14,189)
  Less cost of treasury shares: 2,622,339 shares          (38,457)      (38,457)
                                                        ---------     ---------
                      Total shareholders' equity          257,089       237,713
                                                        ---------     ---------
      Total liabilities and shareholders' equity        $ 318,510     $ 306,714
                                                        =========     =========

*Derived from the audited  December 31, 2001,  consolidated  balance sheet.  See
 notes to condensed consolidated financial statements.

                                       3
<PAGE>

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

                                                            Six Months Ended
                                                                 June 30
                                                        ------------------------
                                                            2002       2001
                                                            ----       ----

Operating activities:
  Net income                                            $ 16,057    $ 14,608
  Adjustments to reconcile net income to net
    cash (used in)/provided by operating activities:
         Depreciation                                      4,080       4,006
         Amortization                                       --           242
         Deferred income taxes                               (79)       (334)
         Equity income from GTG                          (13,524)    (12,231)
         Amortization of excess investment in GTG           --         1,058
         Distributions from GTG                            2,860       3,092
         Other items                                         446          24
         Changes in operating assets and liabilities:
           Accounts receivable                            (4,509)     (2,317)
           Inventories                                      (615)       (401)
              Accounts payable                               556        (801)
           Income taxes payable                           (1,082)       (385)
           Accrued expenses and other liabilities            (90)     (1,956)
           Other                                          (1,147)        158
                                                        --------    --------
Net cash provided by operating activities                  2,953       4,763

Investing activities:
  Purchases of property, plant and equipment              (2,951)     (5,244)
  Sale of property, plant and equipment                      111          11
                                                        --------    --------
Net cash used in investing activities                     (2,840)     (5,233)

Financing activities:
  Proceeds from notes payable to banks                      --         4,050
  Payments on long-term debt                              (7,758)     (7,758)
  Proceeds from long-term debt                              --         2,000
  Treasury stock purchased                                  --           (67)
  Dividends paid                                          (2,591)     (2,417)
  Stock options exercised                                    452       1,049
                                                        --------    --------
Net cash used in financing activities                     (9,897)     (3,143)
Effect of exchange rate change                             1,432      (1,010)
                                                        --------    --------

Net decrease in cash and cash equivalents                 (8,352)     (4,623)

Cash and cash equivalents at beginning of period          29,500      13,941
                                                        --------    --------

Cash and cash equivalents at end of period              $ 21,148    $  9,318
                                                        ========    ========




See notes to condensed consolidated financial statements.



                                       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, 2002, are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2002.  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, 2001.



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:                2002                  2001
                                                   ----                  ----

       Net income                                $ 8,636               $7,328
       Foreign currency translation                5,667                 (130)
                                                 -------               ------
       Comprehensive income                      $14,303               $7,198
                                                 =======               ======

For the six months ended June 30:

       Net income                                $16,057              $14,608
       Foreign currency translation                5,144               (3,263)
                                                 -------               ------
       Comprehensive income                      $21,201              $11,345
                                                 =======              =======



                                       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:

    (In Thousands)                            Three Months        Six Months
                                              Ended June 30      Ended June 30
                                              -------------      -------------
                                             2002     2001      2002     2001
                                             ----     ----      ----     ----
Numerator:
    Net income                             $ 8,636   $ 7,328   $16,057  $14,608
                                           =======   =======   =======  =======

Denominator:
    Weighted average shares outstanding     15,276    15,163    15,260   15,140

  Effect of dilutive securities:
     Director and employee stock options       570       518       521      494
     Employee performance shares                37        41        36       44
                                           -------   -------   -------  -------
     Dilutive potential common shares          607       559       557      538
                                           -------   -------   -------  -------
     Denominator for diluted earnings per
       share--adjusted weighted average
      shares and assumed conversions        15,883    15,722    15,817   15,678
                                           =======   =======   =======  =======

Note E - Segment Disclosures
----------------------------
                                                Three Months        Six Months
    (In Thousands)                             Ended June 30       Ended June 30
    --------------                             -------------       -------------
                                               2002     2001       2002     2001
                                               ----     ----       ----     ----
Total net sales including
  intercompany sales
       Pump and Compressor                 $56,261   $52,423  $108,218 $108,905


Intercompany sales
       Pump and Compressor                 $(6,333)  $(5,508) $(12,233) (12,294)
                                           -------   -------  -------- --------


Net sales to unaffiliated customers
       Pump and Compressor                 $49,928   $46,915   $95,985  $96,611
                                           =======   =======   =======  =======


Operating income
       Pump and Compressor                 $ 8,014   $ 7,566   $15,561  $16,109
       Lighting*                             7,522     6,112    13,524   11,173
       Corporate                            (1,419)   (1,416)   (2,904)  (3,042)
                                           -------   -------  -------- --------
                                           $14,117   $12,262   $26,181  $24,240
                                           =======   =======   =======  =======

*Three  months  ended June 30  consists  of equity  income of $7,572 in 2002 and
$6,692 in 2001 from our 32% interest in the joint venture,  Genlyte Thomas Group
LLC (GTG),  less $529 of amortization  in 2001 of Thomas' excess  investment and
less  $50 in 2002  and $51 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 $13,625 in 2002 and  $12,334 in 2001 from our 32%
interest  in  GTG,  less  $1,058  of  amortization  in 2001  of  Thomas'  excess
investment and less $101 in 2002 and $103 in 2001,  related to expense  recorded
for Thomas Industries stock options issued to GTG employees.


                                       6

<PAGE>

Note F - Goodwill and Other Intangible Assets
---------------------------------------------

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business  Combinations" (SFAS
141) and SFAS No. 142,  "Goodwill and Other Intangible Assets" (SFAS 142). These
statements  established  new  accounting  and  reporting  standards for business
combinations and associated  goodwill and intangible assets. SFAS 141, effective
July 1, 2001,  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, requires that goodwill and intangible
assets  with  indefinite  useful  lives no longer be  amortized,  but instead be
tested for impairment at least annually.  During the first phase of implementing
SFAS 142,  the Company  was  required to  identify  its  reporting  units and to
determine the carrying  value of each reporting unit by assigning the assets and
liabilities,  including the existing  goodwill and intangible  assets,  to those
reporting  units as of December  31,  2001.  Based upon a  discounted  cash flow
analysis,  the  Company  concluded  that the fair value of its  reporting  units
containing goodwill exceeded the carrying value. As a result, no impairment loss
was  recorded or  recognized  as a cumulative  effect of a change in  accounting
principle.  The Company is required to perform additional impairment tests on an
annual basis prior to the issuance of the annual financial statements.

The following table provides comparative earnings and earnings per share had the
non-amortization provisions of SFAS 142 been adopted for all periods presented:
                                               For Three Months   For Six Months
                                                      Ended           Ended
                                                     June 30        June 30
                                                     -------        -------
(Thousands of dollars, except per share data)    2002   2001      2002     2001
                                                 ----   ----      ----     ----

Reported net income                            $8,636  $7,328   $16,057  $14,608

Add back: Pump and Compressor (P & C)
          goodwill amortization, net of tax       --       93       --       189

Add back: Amortization of excess
          investment in GTG, net of tax           --      415       --       829

Add back: Amortization for GTG, net of tax        --      327       --       654
Adjust:   Intangible amortization, net of tax     --        1       --         2
                                               ------  ------   -------  -------
Adjusted net income                            $8,636  $8,164   $16,057  $16,282
                                               ======  ======   =======  =======

Basic earnings per share:
       Reported net income                       $.57    $.4      $1.05    $ .96
       P & C goodwill amortization                --      .01      --        .01
       Amortization of excess investment in GTG   --      .03      --        .06
       GTG amortization                           --      .02      --        .04
       Intangible amortization                    --      --       --        --
                                               ------  ------   -------  -------
       Adjusted net income                       $.57    $.54     $1.05    $1.08
                                               ======  ======   =======  =======

Diluted earnings per share:
       Reported net income                       $.54    $.47     $1.02     $.93
       P & C goodwill amortization                --      .01       --       .01
       Amortization of excess investment in GTG   --      .02       --       .06
       GTG amortization                           --      .02       --       .04
       Intangible amortization                    --     --         --       --
                                               ------  ------   -------  -------
       Adjusted net income                       $.54    $.52     $1.02    $1.04
                                               ======  ======   =======  =======


                                       7

<PAGE>

All other  intangible  assets have definite  lives and are being  amortized.  In
accordance  with FASB 142, the Company  evaluated the remaining  useful lives of
intangible assets as of January 1, 2002, and where appropriate, revisions to the
remaining  period of  amortization  were  made.  Balances  at June 30,  2002 and
December 31, 2001 are stated in thousands of dollars on the following table.


                   June 30, 2002                     December 31, 2001
            ----------------------------       ----------------------------
                   Gross                              Gross
                  Carrying   Accumulated             Carrying  Accumulated
            Life   Amount   Amortization       Life   Amount  Amortization
            ----   ------   ------------       ----   ------  ------------

Licenses   18-19    $456        $52            5-20    $437        $38
Patents    10-20      92         18            5-20      23         16
Other        10       35         13             40       31         10
                    ----        ---                    ----        ---
Total               $583        $83                    $491        $64
                    ====        ===                    ====        ===

The total intangible  amortization  expense for the quarters ended June 30, 2002
and 2001 was $6 and $8, respectively. The total amortization expense for the six
months ended June 30, 2002 and 2001 was $12 and $16, respectively.

The estimated  amortization  expense stated in thousands of dollars for the next
five fiscal years beginning January 1, 2002 is as follows:

For the year ended December 31, 2002:                                $26
For the year ended December 31, 2003:                                $29
For the year ended December 31, 2004:                                $29
For the year ended December 31, 2005:                                $29
For the year ended December 31, 2006:                                $29

The  goodwill  included  in the  balance  sheets  is  related  to the  Pump  and
Compressor Segment.  The total change in goodwill from December 31, 2001 to June
30, 2002, was related to exchange rate fluctuation.

Note G - Genlyte Thomas Group LLC
---------------------------------

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

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

                                                  (Unaudited)
                                                   June 30,         December 31,
                                                     2002              2001
                                                     ----              ----
       GTG balance sheets:
          Current assets                           $385,244           $343,044
          Long-term assets                          273,746            276,077
          Current liabilities                       172,965            170,545
          Long-term liabilities                      62,796             62,573



                                       8


<PAGE>

<TABLE>

                                                     Three Months          Six Months
                                                     Ended June 30        Ended June 30
                                                     -------------        -------------
                                                    2002      2001       2002       2001
                                                    ----      ----       ----       ----
    <S>                                           <C>       <C>       <C>         <C>
    GTG income statements (unaudited):
          Net sales                               $247,767  $257,124  $479,793    $501,225
          Gross profit                              87,569    89,937   167,789     174,590
          Earnings before interest and taxes        25,787    23,686    46,870      43,615
          Net income(1)                             23,664    20,914    42,579      38,546

    Amounts recorded by Thomas Industries Inc.:
          Equity income from GTG(2)                 $7,572    $6,692   $13,625     $12,334
          Stock option expense                         (50)      (51)     (101)       (103)
          Amortization of excess investment(3)           -      (529)        -      (1,058)
                                                    ------    ------   -------     -------

          Equity income reported by Thomas          $7,522    $6,112   $13,524     $11,173
                                                    ======    ======   =======     =======


(1)     The  quarter  and six  months  ended June 30,  2002  include a favorable
        impact from the  non-amortization provisions of FASB 142 of $1.3 million
        and $2.6 million, respectively.

(2)     The  quarter  and six months  ended June 30,  2002  include a  favorable
        impact from the  non-amortization  provisions of FASB 142 of $.4 million
        and $.8 million, respectively.

(3)     The  quarter  and six months  ended June 30,  2002  include a  favorable
        impact from the  non-amortization  provisions of FASB 142 of $.5 million
        and $1.1 million, respectively.

</TABLE>

Note H - New Accounting Pronouncements
--------------------------------------

FASB No. 141 and 142 are discussed in Note F above.

The FASB issued  SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived Assets" (SFAS 144), dated August 2001. This statement supercedes SFAS
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be  Disposed  of," and the  accounting  and  reporting  provisions  of
Accounting  Principles  Board  (APB)  Opinion  No.  30,  "Reporting  Results  of
Operations - Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS
144  requires  that one  accounting  model be used for  long-lived  assets to be
disposed of by sale, whether previously held and used or newly acquired,  and it
broadens the  presentation of  discontinued  operations to include more disposal
transactions.  The Company  adopted the provisions of SFAS 144, as of January 1,
2002,  which did not have an impact on our  financial  position  and  results of
operations.

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

Critical Accounting Policies and Estimates
------------------------------------------

Thomas'  discussion  and  analysis  of its  financial  condition  and results of
operations are based upon Thomas' consolidated financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States.  When preparing  these  consolidated  financial  statements,  the
Company is required to make  estimates and judgments  that

                                       9

<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

affect the reported amounts of assets,  liabilities,  revenues and expenses, and
related  disclosure of contingent assets and liabilities.  The Company evaluates
its  estimates,  including,  but  not  limited  to,  those  related  to  product
warranties, bad debts, inventories,  equity investments,  income taxes, pensions
and other post-retirement benefits,  contingencies,  and litigation. The Company
bases its estimates on historical  experience  and on various other  assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

In  response to the  Securities  and  Exchange  Commission's  (SEC)  Release No.
33-8040,  "Cautionary  Advice  Regarding  Disclosure  About Critical  Accounting
Policies",  the Company  identified the following critical  accounting  policies
which  affect  its  more  significant   judgments  and  estimates  used  in  the
preparation  of its  consolidated  financial  statements.  Based  on  the  SEC's
suggestions, included with the accounting policies are potential adverse results
which could occur if different assumptions or conditions were to prevail.

The Company  maintains  allowances  for doubtful  accounts for estimated  losses
resulting from the inability of its customers to make required payments.  If the
financial  condition of Thomas'  customers were to deteriorate,  resulting in an
impairment  of their  ability to make  payments,  additional  allowances  may be
required.  Thomas provides for the estimated cost of product  warranties.  While
the Company engages in extensive product quality programs and processes,  should
actual product failure rates differ from  estimates,  revisions to the estimated
warranty  liability  would be required.  Thomas  writes down its  inventory  for
estimated obsolescence or unmarketable inventory equal to the difference between
the cost of inventory  and the  estimated  market  value based upon  assumptions
about future demand and market conditions.  If actual market conditions are less
favorable than those projected by management,  additional inventory  write-downs
may be required.

Thomas  holds a 32 percent  minority  interest in the Genlyte  Thomas  Group LLC
(GTG) joint venture,  which comprises  Thomas' lighting segment and is accounted
for using the equity method.  If future adverse changes in market  conditions or
poor  operating  results  of GTG  occurred,  it could  result  in  losses  or an
inability to recover the carrying  value of the  Company's  investment,  thereby
possibly requiring an impairment charge in the future. GTG's critical accounting
policies are determined separately by The Genlyte Group Incorporated, which owns
68 percent of GTG and consolidates the GTG results.

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

The Company's  net income was $8.6 million in the second  quarter ended June 30,
2002,  compared to $7.3 million in the second  quarter ended June 30, 2001.  The
second quarter of 2002 was  positively  impacted by the change in accounting for
goodwill  required by SFAS No. 142,  which was  effective  January 1, 2002,  and
eliminated  the  recording  of goodwill  amortization.  Compared to the previous
year's second  quarter,  this change in  accounting  increased net income by $.8
million, or 5 cents per share.  Excluding this impact for the accounting change,
net income in the quarter ended June 30, 2002,  would have  increased  6.5% from
the previous  year's  second  quarter,  primarily  due to  improvements  in both
operating  Segments.  Six month  year-to-date  net income


                                       10

<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

was $16.1 million for the period ended June 30, 2002,  compared to $14.6 million
in the comparable 2001 period. The change in accounting  increased net income by
$1.7  million,  or 11 cents per share in the six  months  ended  June 30,  2002.
Excluding  this impact for the accounting  change,  net income in the six months
ended June 30, 2002 would have decreased 1.5% from the 2001 first half period.

PUMP AND COMPRESSOR SEGMENT
Net sales during the second quarter ended June 30, 2002, increased 6.4% to $49.9
million  compared  to $46.9  million for the second  quarter of 2001.  The North
American, European and Asia Pacific operations reported increases for the second
quarter of 2002 compared to 2001. Overall,  the second quarter sales increase of
6.4% would have been reduced to 5.2%,  if measured in constant  exchange  rates.
This  exchange  rate impact on net sales was  primarily  related to the European
operation due to the  strengthening of the euro.  Year-to-date net sales for the
six-month period ended June 30, 2002, decreased .6% to $96.0 million compared to
$96.6 million for the comparable  period in 2001. On a year-to-date  basis,  the
North American operations had a decrease in sales,  primarily due to a very weak
start early in the first quarter of 2002.  The European  operations had a slight
increase in sales for the six month period in 2002. The Asia Pacific  operations
posted very  strong  sales due to  increased  shipments  for the  environmental,
medical and industrial  markets.  Overall,  the first half sales would have been
increased an additional .2% if measured in constant exchange rates.

Operating income for the second quarter ended June 30, 2002, was $8.0 million or
5.9% higher than the prior year amount of $7.6  million.  The 2002  results were
positively  impacted by $.1 million,  due to the accounting  change for goodwill
amortization.  The increase in operating  income was  primarily due to the sales
volume  increase.  Excluding  the impact of the  accounting  change for goodwill
amortization,  gross margins increased  slightly to 35.8% compared to 35.7%, for
the second quarter 2002 versus 2001. SG&A expenses increased to 20% as a percent
of net sales for second  quarter of 2002,  compared to 19.6% for the  comparable
period in 2001.  The 2002 second  quarter SG&A  expenses  included an additional
charge for potential collectibility issues in our account receivable.  Excluding
this  charge,  the 2002 second  quarter SG&A  expenses  would be at 19.4% of net
sales. Year-to-date operating income for the Pump and Compressor Segment for the
six months  ended June 30, 2002,  was $15.6  million or 3.4% lower than the 2001
first half amount of $16.1 million. The 2002 results were positively impacted by
$.2  million,  due to the  accounting  change  for  goodwill  amortization.  The
reduction  in the 2002 first half  results  were  primarily  due to a weak first
quarter which was negatively  impacted by several factors including sales volume
shortfall,  unfavorable  manufacturing  variances, and unfavorable exchange rate
effects.   Excluding   the  impact  of  the   accounting   change  for  goodwill
amortization, gross margins for the six month period in 2002 were 36.1% compared
to 36.3% in 2001.  Excluding the additional charge in the second quarter of 2002
for potential  collectibility  issues, SG&A expense in the 2002 first half would
be at 19.8% of net sales, compared to 19.6% in 2001.

LIGHTING SEGMENT
The Lighting Segment (GTG Joint Venture) results increased 23.1% to $7.5 million
in the second  quarter of 2002,  compared to $6.1  million in the same period in
2001.  The 2002 results  were  positively  impacted by $.9  million,  due to the
accounting  change for goodwill  amortization.  This $.9 million impact includes
$.5  million  related to  amortization  of  Thomas'  excess  investment  and $.4
million,  which  represents  Thomas' 32% interest in GTG's

                                       11

<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

$1.3 million of goodwill amortization in 2001.  Therefore,  excluding the impact
from the accounting  change,  GTG's earnings  increased 7.6% in 2002 compared to
the 2001 second  quarter.  GTG's sales during the 2002 second quarter  decreased
3.6% compared to the second quarter of 2001.  The sales  shortfall was primarily
due to softness in the commercial and industrial markets while earnings improved
due to favorable  sales mix and aggressive cost control  measures.  Year-to-date
GTG results for the six months  ended June 30,  2002,  increased  21.0% to $13.5
million, compared to $11.2 million in the 2001 first half. The 2002 results were
positively  impacted by $1.9 million,  due to the accounting change for goodwill
amortization.  This  $1.9  million  impact  includes  $1.1  million  related  to
amortization  of Thomas'  excess  investment and $.8 million,  which  represents
Thomas' 32%  interest in GTG's $2.6  million of goodwill  amortization  in 2001.
Therefore,  excluding  the impact from the  accounting  change,  GTG's  earnings
increased 4.1% in 2002 compared to the 2001 first six months. GTG's sales during
the 2002 first half decreased 4.3% compared to the first half of 2001.

At any time on or after January 31, 2002,  Thomas has the right (a "put right"),
but not the obligation,  to require the Joint Venture (GTG) to purchase all, but
not less  than all,  of  Thomas'  ownership  interest  in GTG at the  applicable
purchase price.  The purchase price shall be equal to the "Fair Market Value" of
GTG multiplied by Thomas'  ownership  percentage in GTG. The "Fair Market Value"
means the value of the  total  interests  in GTG  computed  as a going  concern,
including the control  premium.  Further  explanation  can be found in our Joint
Proxy  Statement  dated July 23, 1998,  which is on file with the Securities and
Exchange  Commission.  The Company  will  continue to review  alternatives  with
respect to the GTG put right.

CORPORATE
As noted in the  Segment  Disclosure  footnote,  consolidated  operating  income
includes corporate expenses. Corporate expenses were $1.4 million for the second
quarter of 2002 and 2001. The 2002 amount  included some increases for incentive
and professional fee accruals, which were offset by savings from cost reductions
implemented during the second half of 2001.  Year-to-date corporate expenses for
the six month  period ended June 30,  2002,  were $2.9 million  compared to $3.0
million in the comparable 2001 period.

Interest  expense  for the 2002 second  quarter was $.6 million  compared to $.9
million for the second quarter of 2001.  Year-to-date  interest  expense for the
six month period  ended June 30, 2002 was $1.2 million  compared to $1.9 million
for comparable 2001 period.  The reduction in 2002 was primarily  related to the
$7.7 million  payment of long-term  debt on January 31,  2002,  which  carried a
9.36% annual  interest rate, as well as higher  short-term  and other  long-term
borrowing levels in 2001.

Interest  income and other for the 2002 second  quarter was $43,000  compared to
$.4 million for the second quarter of 2001. The six month total for 2002 was $.3
million  compared to $1.0 million for the comparable  2001 period.  The decrease
for the second  quarter and June  year-to-date  periods  primarily  related to a
$22.3 million note receivable with GTG, from which the Company received interest
income  during 2001.  GTG paid off this $22.3  million note in November 2001 and
the Company used some of these  proceeds to partially pay down  long-term  debt.
Additionally,  in the second quarter of 2002, the Company  recorded  transaction
losses due to the weakening of the U.S.  dollar  versus the euro,  British pound
sterling, and Japanese yen.


                                       12

<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

Income tax provisions  were $5.0 million and $4.4 million for the second quarter
2002 and 2001,  respectively.  The June year-to-date  income tax provisions were
$9.2 million and $8.8  million for 2002 and 2001,  respectively.  Effective  tax
rates were 36.5% in the 2002 periods and 37.5% for the 2001 periods. The decline
in the effective tax rate was primarily due to the accounting  change related to
goodwill amortization.

Liquidity and Sources of Capital
--------------------------------

Cash and cash  equivalents  decreased  $8.4 million to $21.1 million at June 30,
2002,  compared  to $29.5  million at  December  31,  2001.  This  decrease  was
primarily  related to the $7.7  million  long-term  debt  payment on January 31,
2002.  Cash flows  provided  by  operations  in the first half of 2002 were $3.0
million  compared to $4.8 million  provided by  operations  in the first half of
2001.  The  decrease  in cash flows were  primarily  related to an  increase  in
accounts  receivable  due to increased  sales volume in the second  quarter 2002
versus 2001. The timing of our 2002  shipments also  contributed to the increase
in accounts receivable, since there was a larger amount of shipments in the last
three weeks of June 2002 compared to June 2001.

Dividends  paid in the first  half of 2002 were $2.6  million or $.17 per share.
The 2001  first half  dividends  paid were $2.4  million or $.16 per share.  The
Company  increased  its  quarterly  dividend  per  share  from  $.075 to  $.085,
effective with the April 1, 2001 dividend.

As of June 30, 2002,  the Company had standby  letters of credit  totaling  $4.5
million with expiration  dates during 2002. The Company  anticipates  that these
letters of credit will be renewed at their expiration dates.

The Company announced in December 1999 that it planned to repurchase,  from time
to time depending on market conditions and other factors,  up to 15 percent,  or
2,373,000 shares, of its outstanding  Common Stock in the open market or through
privately  negotiated  transactions at the prevailing market prices.  During the
first half of 2002, no purchases  were made.  Through June 30, 2002, the Company
has purchased, on a cumulative basis, 879,189 shares at a cost of $17.3 million,
or an average cost of $19.72 per share.  The Company  plans to fund any purchase
of Company  common stock  through a  combination  of cash flows  generated  from
operating activities and uncommitted borrowing arrangements.

Working  capital  decreased  from $46.0  million at December 31, 2001,  to $44.2
million at June 30,  2002,  primarily  due to the $7.7  million  long-term  debt
payment.
                                              June 30            December 31
                                              ----------------------------------
Dollars in Thousands
                                                2002             2001
                                              ----------------------------------

Working capital                               $44,241              $45,978
Current ratio                                    2.47                 2.52
Long-term debt, less current portion          $17,180              $24,938
Long-term debt to total capital                   6.3%                 9.5%

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 $92.8  million  are not  restricted  at June

                                       13

<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

30, 2002.  Thomas is in compliance with all covenants or other  requirements set
forth in its borrowing  agreements.  In the event of non-compliance or if Thomas
prepays the debt,  then  Thomas  would incur a penalty.  At June 30,  2002,  the
prepayment  penalty  would  have been  approximately  $2.1  million on a pre-tax
basis.

As of June 30,  2002,  the Company  had no  short-term  borrowing  arrangements.
Thomas currently expects to fund  expenditures for capital  requirements as well
as liquidity  needs from a combination of available  cash  balances,  internally
generated  funds,  and, if necessary,  short-term  financing  arrangements.  The
Company  does not  have  any bank  committed  lines  of  credit  and  management
believes,  if short-term  borrowings  were needed to support the sales growth of
the business,  that  competitive  financing  could be obtained given the current
financial position of the Company. Cash in excess of operating requirements will
continue to be invested in high grade, short-term securities.

As disclosed in the  footnotes to the  consolidated  financial  statements,  the
Company  does have a 32  percent  interest  in the GTG joint  venture,  which is
accounted  for using the equity  method,  and  therefore,  is an  unconsolidated
entity.  At June 30, 2002 and  December 31,  2001,  except as  described  above,
management was aware of no relationships with any other unconsolidated entities,
financial partnerships, structured finance entities, or special purpose entities
which would have been  established for the purpose of  facilitating  off-balance
sheet arrangements or other contractually narrow or limited purposes.

Proposed Acquisition Financing
------------------------------
The Company is  currently in  negotiation  with a group of banks with respect to
obtaining a $120.0 million  three-year  revolving  credit  facility.  The credit
facility would primarily be used for  acquisitions.  Thomas is in the process of
negotiating  the  possible  acquisition  of a company,  which is  proposed to be
financed through borrowings under the revolving credit facility and the issuance
of Thomas common stock. The Company has not executed definitive  agreements with
respect  to  the  proposed   financing  or  the  possible   acquisition  and  is
contractually  prohibited from disclosing any additional information.  There can
be no  assurance  that the Company will  complete the proposed  financing or the
possible acquisition.

Forward-Looking Statements
--------------------------
The Company makes  forward-looking  statements  from time to time and desires to
take advantage of the "safe harbor" which is afforded such statements  under the
Private  Securities  Litigation  Reform Act of 1995 when they are accompanied by
meaningful cautionary statements  identifying important factors that could cause
actual  results  to  differ   materially  from  those  in  the   forward-looking
statements.

The statements contained in the foregoing "Management's  Discussion and Analysis
of Financial  Condition and Results of Operations," as well as other  statements
contained in this Form 10-Q and statements  contained in future filings with the
Securities and Exchange Commission and publicly disseminated press releases, and
statements  which may be made from time to time in the future by  management  of
the Company in presentations to shareholders,  prospective investors, and others
interested in the business and financial  affairs of the Company,  which are not
historical  facts,  are  forward-looking   statements  that  involve  risks  and
uncertainties  that could cause actual results to differ  materially  from those
set forth in the forward-looking

                                       14


<PAGE>

Item 2. Management's  Discussion and Analysis - Continued

statements.  Any projections of financial  performances or statements concerning
expectations as to future  developments should not be construed in any manner as
a guarantee that such results or developments will, in fact, occur. There can be
no assurance that any forward-looking  statement will be realized or that actual
results  will  not be  significantly  different  from  that  set  forth  in such
forward-looking  statement.  In  addition  to the  risks  and  uncertainties  of
ordinary  business  operations,  the  forward-looking  statements of the Company
referred to above are also subject to the following risks and uncertainties:

o    The Company operates in a highly competitive business environment,  and its
     sales could be negatively affected by its inability to maintain or increase
     prices,  changes in  geographic  or product  mix,  or the  decision  of its
     customers  to  purchase  competitive  products  instead  of  the  Company's
     products. Sales could also be affected by pricing,  purchasing,  financing,
     operational,  advertising,  or promotional  decisions made by purchasers of
     the Company's products.

o    The Pump and  Compressor  Segment  operates  in a market  where  technology
     improvements  and the  introduction  of products for new  applications  are
     necessary for future growth.  The Company could experience  difficulties or
     delays  in the  development,  production,  testing,  and  marketing  of new
     products.  As an original  equipment  supplier,  the  Company's  results of
     operations are directly affected by the success of its customers' products.

o    The Pump and Compressor  Segment has several key  customers,  none of which
     are 10% or more of our  consolidated  sales.  However,  the  loss of any of
     these key customers could have a negative affect on the Company's results.

o    On an annual basis, the Company negotiates renewals for property, casualty,
     workers  compensation,  general liability,  product  liability,  and health
     insurance  coverages.  Due to conditions within these insurance markets and
     other factors beyond the Company's control, future coverages and the amount
     of the  related  premiums  could  have a negative  affect on the  Company's
     results.

o    The Pump and Compressor  Segment has the leading market share in the oxygen
     concentrator Original Equipment  Manufacturers (OEM) market worldwide.  The
     Company's market share could be reduced  significantly due to a competitor,
     the vertical  integration  by our customers,  or new  technology  replacing
     compressed  air in oxygen  concentrators.  The loss of market  share in the
     oxygen  concentrator  OEM  market  could have a  significant  affect on the
     Company's results.

o    GTG, which  comprises the Company's  Lighting  Segment,  participates  in a
     highly  competitive  market that is dependent on the level of  residential,
     commercial,  and industrial construction activity in North America. Changes
     in interest rates, consumer preferences,  office and plant occupancy rates,
     and acceptance of new products affect the Lighting Segment.

o    As the Company's  business  continues to expand  outside the United States,
     the  Company  could  experience  changes in its  ability to obtain or hedge
     against  currency  exchange  rates and  fluctuations  in those  rates.  The
     Company could also be affected by nationalizations;  unstable  governments,
     economies,  or legal  systems;  terrorist  attacks;  or  inter-governmental
     disputes. These currency,  economic, and political uncertainties may affect
     the Company's results.
                                       15

<PAGE>


The  forward-looking  statements made by the Company are based on estimates that
the  Company  believes  are  reasonable.  This means that the  Company's  actual
results could differ materially from such estimates and expectations as a result
of being positively or negatively affected by the factors as described above, as
well as other unexpected, unanticipated, or unforeseen factors.


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 $1.25 million Industrial Revenue Bond that accrues interest at a variable
rate. Short-term borrowings are priced at variable interest 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, 2002,
only the $1.25  million  Industrial  Revenue Bond was  outstanding.  A 100 basis
point movement in the interest rate on the $1.25 million bond would result in an
$12,500 annualized effect on interest expense and cash flows.

The Company also has short-term  investments,  included in cash equivalents,  of
$19.3  million  as of June 30,  2002  that  bear  interest  at  variable  rates.
Therefore,  a 100 basis point  movement in the interest  rate would result in an
approximate $193,000 annualized effect on interest income and cash flows.

The fair value of the  Company's  long-term  debt 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 $375,000 annualized
effect on the fair value of long-term debt.

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 18,
               2002.

          (b)  Class I Directors elected at the Annual Meeting of Shareholders
               were Wallace H. Dunbar, Lawrence E. Gloyd, and William M. Jordan.
               Directors whose term of office as a director continued after the
               meeting were Timothy C. Brown, Joseph Ferguson, Anthony A.
               Massaro and Franklin J. Lunding, Jr. Gene P. Gardner retired as a
               director effective with the April 18, 2002 meeting.


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

                                       16

<PAGE>

                          Proposal No. 1 - Election of Directors

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

                          Wallace H. Dunbar         13,954,326          80,088
                          Lawrence E. Gloyd         13,906,505         127,909
                          William M. Jordan         13,916,087         118,327



Item 6.  Exhibits and Reports on Form 8-K

          (a)  Exhibits

               99.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes - Oxley Act of 2002,
               filed herewith.

          (b)  A Form 8-K was filed on May 21, 2002, announcing the appointment
               of Ernst & Young LLP as the registrant's independent auditors for
               2002 and the termination of Arthur Andersen LLP as the previous
               independent auditors.



                                    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 14, 2002
    -------------------