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:              March 31, 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
April 29, 2002, was 15,276,114 shares.








                                  Page 1 of 16





<PAGE>




PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)


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




<PAGE>


                                                            Three Months Ended
                                                                 March 31
                                                                 --------


                                                               2002        2001
                                                               ----        ----


Net sales                                                    $ 46,057    $49,696
Cost of products sold                                          29,162     31,395
                                                             --------    -------
Gross profit                                                   16,895     18,301

Selling, general, and
  administrative expenses                                      10,833     11,384
Equity income from Lighting                                     6,002      5,061
                                                             --------    -------
Operating income                                               12,064     11,978
Interest expense                                                  619        942
Interest income and other                                         242        612
                                                             --------    -------
Income before income taxes                                     11,687     11,648
Income taxes                                                    4,266      4,368
                                                             --------    -------
Net income                                                    $ 7,421    $ 7,280
                                                             ========    =======
Net income per share:
  Basic                                                         $ .49      $ .48
  Diluted                                                       $ .47      $ .47

Dividends declared per share:                                   $.085      $.085

Weighted average number of shares outstanding:
  Basic                                                        15,243     15,117
  Diluted                                                      15,762     15,620



See notes to condensed consolidated financial statements.






                                       2
<PAGE>






                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                                      (Unaudited)
                                                        March 31     December 31
                                                         2002            2001*
                                                         ----            ----
ASSETS
Current assets
  Cash and cash equivalents                            $  21,094      $  29,500
  Accounts receivable, less allowance
       (2002--$1,122; 2001--$1,103)                       23,343         21,026
  Inventories:
       Finished products                                   6,572          6,311
       Raw materials                                      10,925         10,882
       Work in process                                     3,672          3,503
                                                       ---------      ---------
                                                          21,169         20,696
  Deferred income taxes                                    2,689          2,497
  Other current assets                                     2,712          2,442
                                                       ---------      ---------
                            Total current assets          71,007         76,161
Investment in GTG                                        185,306        179,219
Property, plant, and equipment                            93,146         92,378
  Less accumulated depreciation and amortization         (54,297)       (52,608)
                                                       ---------      ---------
                                                          38,849         39,770
Goodwill                                                   9,164          9,244
Other intangible assets - less accumulated
  amortization                                               476            427
Other assets                                               2,175          1,893
                                                       ---------      ---------
                                    Total assets       $ 306,977      $ 306,714
                                                       =========      =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
 Accounts payable                                      $   6,530      $   6,861
 Accrued expenses and other current liabilities           11,009         11,738
 Dividends payable                                         1,296          1,295
 Income taxes payable                                      5,685          2,501
 Current portion of long-term debt                         7,788          7,788
                                                       ---------      ---------
                       Total current liabilities          32,308         30,183
Deferred income taxes                                      5,441          5,349
Long-term debt (less current portion)                     17,194         24,938
Other long-term liabilities                                8,300          8,531
                                                       ---------      ---------
                               Total liabilities          63,243         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--17,881,875
                                2001--17,855,511          17,882         17,856
  Capital surplus                                        114,735        114,342
  Deferred compensation                                      783            739
  Treasury stock held for deferred compensation             (783)          (739)
  Retained earnings                                      164,286        158,161
  Accumulated other comprehensive income (loss)          (14,712)       (14,189)
  Less cost of treasury shares: 2,622,339 shares         (38,457)       (38,457)
                                                       ---------      ---------
                      Total shareholders' equity         243,734        237,713
                                                       ---------      ---------
      Total liabilities and shareholders' equity       $ 306,977      $ 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)

                                                            Three Months Ended
                                                                 March 31
                                                            --------------------
                                                              2002      2001

Operating activities:
  Net income                                              $  7,421     $  7,280
  Adjustments to reconcile net income to net
    cash (used in)/provided by operating activities:
         Depreciation                                        2,023        2,018
         Amortization                                         --            122
         Deferred income taxes                                 (78)        (334)
         Equity income from GTG                             (6,002)      (5,590)
         Amortization of excess investment in GTG             --            529
         Other items                                            27           24
         Changes in operating assets and liabilities:
             Accounts receivable                            (2,456)      (2,720)
             Inventories                                      (616)      (1,074)
           Accounts payable                                   (307)          19
             Income taxes payable                            3,207        2,645
             Accrued expenses and other liabilities           (890)      (2,170)
             Other                                            (612)        (834)
                                                          --------     --------
Net cash provided by (used in) operating activities          1,717          (85)

Investing activities:
  Purchases of property, plant and equipment                (1,275)      (2,596)
  Sale of property, plant and equipment                         86           10
                                                          --------     --------
Net cash used in investing activities                       (1,189)      (2,586)

Financing activities:
  Proceeds from notes payable to banks, net                   --          5,750
  Payments on long-term debt                                (7,744)      (7,744)
  Treasury stock purchased                                    --            (67)
  Dividends paid                                            (1,295)      (1,129)
  Stock options exercised                                      304          854
                                                          --------     --------
Net cash used in financing activities                       (8,735)      (2,336)
Effect of exchange rate change                                (199)        (646)
                                                          --------     --------

Net decrease in cash and cash equivalents                   (8,406)      (5,653)

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

Cash and cash equivalents at end of period                $ 21,094     $  8,288
                                                          ========     ========




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  three-month  period ended March 31, 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 March 31:                       2002           2001
                                                           ----           ----

       Net income                                         $7,421         $7,280
       Foreign currency translation                         (523)        (3,133)
                                                          ------         ------
       Comprehensive income                               $6,898         $4,147
                                                          ======         ======



                                       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 Ended
                                                                 March 31
                                                                 --------

                                                            2002           2001
                                                            ----           ----
Numerator:
    Net income                                            $ 7,421        $ 7,280

Denominator:
    Weighted average shares outstanding                    15,243         15,117

  Effect of dilutive securities:
     Director and employee stock options                      482            486
     Employee performance shares                               37             17
                                                          -------        -------
     Dilutive potential common shares                         519            503
                                                          -------        -------
     Denominator for diluted earnings per
       share--adjusted weighted average
      shares and assumed conversions                       15,762         15,620
                                                           ======         ======

Note E - Segment Disclosures
----------------------------
                                                         Three Months Ended
    (In Thousands)                                            March 31
                                                              --------
                                                         2002            2001
Total net sales including
  intercompany sales
       Pump and Compressor                            $ 51,957         $ 56,482

Intercompany sales
       Pump and Compressor                            $ (5,900)        $ (6,786)
                                                      --------         --------
Net sales to unaffiliated customers
       Pump and Compressor                            $ 46,057         $ 49,696
                                                      ========         ========

Operating income
       Pump and Compressor                            $  7,547         $  8,543
       Lighting*                                         6,002            5,061
       Corporate                                        (1,485)          (1,626)
                                                      --------         --------
                                                      $ 12,064         $ 11,978
                                                      ========         ========

*Three  months  ended March 31  consists of equity  income of $6,053 in 2002 and
$5,642 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  $51 in 2002  and $52 in 2001,  related  to  expense  recorded  for  Thomas
Industries stock options issued to GTG employees.

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




                                       6
<PAGE>

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 Ended
                                                              March 31
                                                              --------
(Thousands of dollars, except per share data)             2002        2001
                                                          ----        ----

Reported net income                                       $7,421    $7,280

Add back: Pump and Compressor (P & C)
          goodwill amortization, net of tax                 --          96

Add back: Amortization of excess
          investment in GTG, net of tax                     --         414

Add back: Amortization for GTG, net of tax                  --         327
Adjust:   Intangible amortization, net                      --           1
                                                          ------    ------
Adjusted net income                                       $7,421    $8,118
                                                          ======    ======

Basic earnings per share:
       Reported net income                                $  .49    $  .48
       P & C goodwill amortization                          --        --
       Amortization of excess investment in GTG             --         .03
       GTG amortization                                     --         .02
       Intangible amortization                              --        --
                                                          ------    ------
       Adjusted net income                                $  .49    $  .54
                                                          ======    ======

Diluted earnings per share:
       Reported net income                                $  .47    $  .47
       P & C goodwill amortization                          --        --
       Amortization of excess investment in GTG             --         .03
       GTG amortization                                     --         .02
       Intangible amortization                              --        --
                                                          ------    ------
       Adjusted net income                                $  .47    $  .52
                                                          ======    ======

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 March 31,  2002 and
December 31, 2001 are stated in thousands of dollars on the following table.



                                       7
<PAGE>


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

Licenses   18-19    $435        $43            5-20    $437        $38
Patents    10-20      80         16            5-20      23         16
Other        10       31         11             40       31         10
                    ----       ----                    ----        ---
Total               $546        $70                    $491        $64
                    ====        ===                    ====        ===

The total intangible  amortization expense for the quarters ended March 31, 2002
and 2001 were $6 and $8, 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:                                $25
For the year ended December 31, 2003:                                $27
For the year ended December 31, 2004:                                $27
For the year ended December 31, 2005:                                $27
For the year ended December 31, 2006:                                $27

The total  change in goodwill  from  December  31, 2001 to March 31,  2002,  was
related to exchange rate fluctuation and was all associated with goodwill in the
Pump and Compressor Segment.

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)
                                                   March 31         December 31
                                                     2002              2001
                                                     ----              ----
       GTG balance sheets:
          Current assets                           $356,561           $343,044
          Long-term assets                          273,809            276,077
          Current liabilities                       161,403            170,545
          Long-term liabilities                      63,947             62,573

                                                                Three Months
                                                                Ended March 31
                                                                --------------
                                                               2002       2001
                                                               ----       ----
       GTG income statements (unaudited):
          Net sales                                         $232,026   $244,101
          Gross profit                                        80,220     84,653
          Earnings before interest and taxes                  21,083     19,929
          Net income(1)                                       18,916     17,632

    Amounts recorded by Thomas Industries Inc.:
          Equity income from GTG(2)                         $  6,053    $ 5,642
          Stock option expense                                   (51)       (52)
       Amortization of excess investment(3)                      -         (529)
                                                               -----       ----
          Equity income reported by Thomas                  $  6,002    $ 5,061
                                                             =======    ========


                                       8
<PAGE>

(1)  Quarter ended March 31, 2002 includes a $1.3 million  favorable impact from
     the non-amortization provisions of FASB 142.

(2)  Quarter ended March 31, 2002 includes a $.4 million  favorable  impact from
     the non-amortization provisions of FASB 142.

(3)  Quarter ended March 31, 2002 includes a $.5 million  favorable  impact from
     the non-amortization provisions of FASB 142.


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  acounting  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 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



                                       9
<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

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 $7.4 million in the first quarter ended March 31,
2002,  compared to $7.3 million in the first quarter  ended March 31, 2001.  The
first 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 first  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 March 31, 2002,  would have  decreased 9.6% from
the previous  year's first  quarter,  primarily due to lower sales and operating
income in the Pump and Compressor Segment, which is discussed below.

PUMP AND COMPRESSOR SEGMENT
Net sales during the first quarter ended March 31, 2002, decreased 7.3% to $46.1
million  compared  to $49.7  million  for the first  quarter of 2001.  Our North
American  operations  continued to experience  weak sales  compared to the prior
year's period. The European  operations also had a decrease in sales compared to
the 2001 first  quarter,  partly due to exchange rate impacts and to softness in
the North American market.  The Asia Pacific  operations  showed improved sales,
despite  weakening  local  currencies.  Overall,  first quarter sales would have
increased an additional 1.6% if measured in constant exchange rates.




                                       10
<PAGE>


Item 2.  Management's Discussion and Analysis - Continued

Operating income for the first quarter ended March 31, 2002, was $7.5 million or
11.7% lower than the prior year amount of $8.5  million.  The 2002  results were
positively  impacted by $.1 million,  due to the accounting  change for goodwill
amortization.  The overall  decline was due to several  factors  including sales
volume  shortfall,  unfavorable  manufacturing  variances  due  to  lower  plant
utilization and unfavorable  exchange rate effects.  Excluding the impact of the
accounting  change for goodwill  amortization,  gross margins decreased to 36.4%
compared to 36.8%,  for first quarter 2002 versus 2001. SG&A expenses  decreased
4.2% from 2001 to 2002 for the first quarter.  Most of the SG&A decrease came in
the selling expense area while engineering and administrative expenses decreased
only slightly.

LIGHTING SEGMENT
The Lighting Segment (GTG Joint Venture) results increased 18.6% to $6.0 million
in the first  quarter of 2002,  compared  to $5.1  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 $1.3 million of goodwill
amortization  in 2001.  Therefore,  excluding  the  impact  from the  accounting
change,  GTG's  earnings  were flat for the first quarter 2002 compared to 2001,
while sales  decreased  4.9% for the same  periods.  GTG's sales  shortfall  was
primarily in the commercial  business while earnings  benefited from  aggressive
cost control programs.

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 decreased to $1.5 million in the
quarter of 2002,  compared to $1.6  million in the same  period last year.  This
decline was primarily due to headcount and cost reductions initiated in the last
half of 2001.

Interest  expense for the 2002 first  quarter  was $.6  million  compared to $.9
million for the first quarter of 2001. The reduction in the first quarter period
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 first quarter was $.2 million compared to
$.6 million for the first quarter of 2001. The decrease was primarily related to
a $22.3  million  note  receivable  with GTG,  from which the  Company  received
interest  income in the first  quarter of 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.


                                       11
<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

Income tax  provisions  were $4.3 million and $4.4 million for the first quarter
2002 and 2001,  respectively.  Effective tax rates were 36.5% for the 2002 first
quarter and 37.5% for the same period in 2001.  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 March 31,
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 quarter of 2002 were $1.7
million  compared to cash flows used in  operations  of $.1 million in the first
quarter of 2001.  The  increase  in cash flows were  primarily  related to lower
payments for income taxes and accrued  liabilities  in the first quarter of 2002
compared to 2001.  Our first  quarter  net cash from  operating  activities  has
historically  been  relatively low since the formation of the GTG joint venture.
The Company receives no distributions  from GTG until after the first quarter of
each year. In  accordance  with the joint  venture  agreement,  the Company does
receive periodic  reimbursements of income taxes beginning in the second quarter
and also receives a $3.0 million dividend in the fourth quarter of each year.

Dividends  paid in the first  quarter  of 2002 were  $1.3  million  or $.085 per
share.  The 2001 first  quarter  dividends  paid were $1.1  million or $.075 per
share.  The Company  increased  its  quarterly  dividend per share from $.075 to
$.085, effective with the April 1, 2001 dividend.

As of March 31, 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  quarter of 2002,  no purchases  were made.  Through  March 31, 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  stock through a combination  of cash flows  generated  from
operating activities and uncommitted borrowing arrangements.


                                       12
<PAGE>




Item 2.  Management's Discussion and Analysis - Continued

Working  capital  decreased  from $46.0  million at December 31, 2001,  to $38.7
million at March 31,  2002,  primarily  due to the $7.7 million  long-term  debt
payment.
                                           March 31         December 31
                                          ------------------------------
Dollars in Thousands
                                             2002                 2001
                                          ------------------------------

Working capital                            $38,699              $45,978
Current ratio                                 2.20                 2.52
Long-term debt, less current portion       $17,194              $24,938
Long-term debt to total capital               6.6%                 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 $87.5  million are not  restricted  at March 31, 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 March 31, 2002, the  prepayment  penalty would
have been approximately $2.5 million on a pre-tax basis.

As of March 31,  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 March 31, 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.

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




                                       13
<PAGE>

Item 2. Management's Discussion and Analysis - Continued

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
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.


                                       14
<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

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.

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 March 31, 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
$20.2  million  as of March 31,  2002  that bear  interest  at  variable  rates.
Therefore,  a 100 basis point  movement in the interest  rate would result in an
approximate $202,000 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 $425,000 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 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  3(b) Bylaws, as amended April 18, 2002.

         (b)      No reports on Form 8-K were filed during the quarter.


                                       15
<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    May 2, 2002
    -------------------