UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q




                  [X]      QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR
                           15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                           For the quarterly period ended June 30, 2003


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


                             THOMAS INDUSTRIES INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

       DELAWARE                                        61-0505332
       --------                                        ----------
(State of incorporation)                 (I.R.S. Employer Identification Number)

4360 BROWNSBORO ROAD, SUITE 300, LOUISVILLE, KENTUCKY             40207
-----------------------------------------------------             -----
 (Address of principal executive offices)                      (Zip Code)

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No
                                      ---   ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) Yes X No
                                       ---  ---

As of August 11, 2003,  17,221,169 shares of the registrant's  Common Stock were
outstanding (net of treasury shares).






<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
                                                                -------------------------     -------------------------
                                                                    2003           2002           2003           2002
                                                                -------------------------     -------------------------


          <S>                                                    <C>            <C>            <C>            <C>
          Net sales                                              $ 95,810       $ 49,928       $188,156       $ 95,985
          Cost of products sold                                    62,050         31,919        121,281         61,081
                                                                -------------------------     -------------------------
          Gross profit                                             33,760         18,009         66,875         34,904

          Selling, general and administrative
            expenses                                               25,194         11,414         49,772         22,247
          Equity income from GTG                                    6,887          7,522         13,030         13,524
                                                                -------------------------     -------------------------
          Operating income                                         15,453         14,117         30,133         26,181


          Interest expense                                          1,026            560          2,112          1,179
          Interest income and other income                             94             43             55            285
                                                                -------------------------     -------------------------
          Income before income taxes and minority interest         14,521         13,600         28,076         25,287


          Income taxes                                              5,079          4,964          9,821          9,230
                                                                -------------------------     -------------------------
          Income before minority interest                           9,442          8,636         18,255         16,057

          Minority interest, net of tax                                10             --             17             --
                                                                -------------------------     -------------------------
          Net income                                             $  9,432       $  8,636       $ 18,238       $ 16,057
                                                                =========================     =========================

          Net income per share:
              Basic                                              $   0.55       $   0.57       $   1.06       $   1.05
              Diluted                                            $   0.54       $   0.54       $   1.04       $   1.02

          Dividends declared per share:                          $  0.095       $  0.085       $   0.18       $   0.17

          Weighted average number of shares outstanding:

              Basic                                                17,179         15,276         17,159         15,260

              Diluted                                              17,550         15,883         17,514         15,817


See notes to condensed consolidated financial statements.

</TABLE>


<PAGE>

<TABLE>

                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<CAPTION>

                                                                                          (Unaudited)
                                                                                            June 30             December 31
                                                                                             2003                 2002 *
                                                                                    ---------------------------------------------
<S>                                                                                  <C>                    <C>

ASSETS
Current assets:
    Cash and cash equivalents                                                        $         17,728       $         18,879
    Accounts receivable, less allowance
       (2003--$2,395; 2002--$2,270)                                                            55,748                 50,067
    Inventories:
           Finished products                                                                   27,716                 23,108
           Raw materials                                                                       19,935                 17,722
           Work in process                                                                     14,605                 11,970
                                                                                    ---------------------------------------------
                                                                                               62,256                 52,800
    Deferred income taxes                                                                       7,893                  4,407
    Other current assets                                                                        6,563                  5,325
                                                                                    ---------------------------------------------
Total current assets                                                                          150,188                131,478

Investment in GTG                                                                             203,554                188,810
Property, plant and equipment                                                                 166,489                153,751
    Less accumulated depreciation and amortization                                            (70,622)               (62,160)
                                                                                    ---------------------------------------------
                                                                                               95,867                 91,591
Goodwill                                                                                       54,670                 55,669
Other intangible assets, net                                                                   20,547                 19,299
Other assets                                                                                    3,802                  4,169
                                                                                    ---------------------------------------------
Total assets                                                                         $        528,628        $       491,016
                                                                                    =============================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Notes payable                                                                    $          3,286        $         1,460
    Accounts payable                                                                           11,845                 15,496
    Accrued expenses and other current liabilities                                             27,644                 21,442
    Dividends payable                                                                           1,634                  1,455
    Income taxes payable                                                                        3,549                    233
    Current portion of long-term debt                                                           9,509                  9,362
                                                                                    ---------------------------------------------
Total current liabilities                                                                      57,467                 49,448

Deferred income taxes                                                                           7,053                  5,163
Long-term debt, less current portion                                                          103,888                104,047
Long-term pension liability                                                                    10,621                 10,621
Other long-term liabilities                                                                     7,318                  7,336
                                                                                    ---------------------------------------------
Total liabilities                                                                             186,347                176,615

Minority interest                                                                                  23                     34

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: 2003 - 18,025,087; 2002 - 17,947,630                                            18,025                 17,948
    Capital surplus                                                                           135,582                133,964
    Deferred compensation                                                                       1,159                    846
    Treasury stock held for deferred compensation                                              (1,159)                  (846)
    Retained earnings                                                                         200,498                185,351
    Accumulated other comprehensive income (loss)                                                 212                (10,837)
    Less cost of 822,339 treasury shares                                                      (12,059)               (12,059)
                                                                                    ---------------------------------------------
Total shareholders' equity                                                                    342,258                314,367
                                                                                    ---------------------------------------------
Total liabilities and shareholders' equity                                           $        528,628        $       491,016
                                                                                    =============================================

* Derived from the audited  December 31, 2002,  consolidated balance sheet.
See notes to condensed consolidated financial statements.


</TABLE>

                                       3

<PAGE>

<TABLE>

                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                             (DOLLARS IN THOUSANDS)

<CAPTION>

                                                                                                   SIX MONTHS ENDED
                                                                                                        JUNE 30
                                                                                             ------------------------------
                                                                                                  2003          2002
                                                                                             ------------------------------

<S>                                                                                          <C>                 <C>
OPERATING ACTIVITIES                                                                         $ 18,238            $ 16,057
Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation and intangible amortization                                                  7,609               4,080
      Deferred income taxes                                                                    (1,755)                (79)
       Equity income from GTG                                                                 (13,030)            (13,524)
      Distributions from GTG                                                                    3,250               2,860
      Other items                                                                                 151                 446
      Changes in operating assets and liabilities net of effect of acquisitions:
            Accounts receivable                                                                (3,260)             (4,509)
            Inventories                                                                        (5,929)               (615)
            Accounts payable                                                                   (4,192)                556
            Income taxes payable                                                                3,275              (1,082)
            Accrued expenses and other current liabilities                                      4,790                 (90)
            Other                                                                              (1,861)             (1,147)
                                                                                             ------------------------------
Net cash provided by operating activities                                                       7,286               2,953

INVESTING ACTIVITIES
Purchases of property, plant and equipment                                                     (6,544)             (2,951)
Purchase of 20% minority interest of Italian subsidiary                                        (1,534)                 -
Sales of property, plant and equipment                                                             80                 111
                                                                                             ------------------------------
Net cash used in investing activities                                                          (7,998)             (2,840)

FINANCING ACTIVITIES
Proceeds from short-term debt                                                                   1,820                  -
Payments on long-term debt                                                                    (12,990)             (7,758)
Proceeds from long-term debt                                                                   12,000                   -
Dividends paid                                                                                 (2,912)             (2,591)
Other                                                                                           1,028                 452
                                                                                             ------------------------------
Net cash used in financing activities                                                          (1,054)             (9,897)

Effect of exchange rate changes                                                                   615               1,432
                                                                                             ------------------------------
Net decrease in cash and cash equivalents                                                      (1,151)             (8,352)
Cash and cash equivalents at beginning of period                                               18,879              29,500
                                                                                             ------------------------------
Cash and cash equivalents at end of period                                                    $17,728             $21,148
                                                                                             ==============================


See notes to condensed consolidated financial statements.


</TABLE>

                                       4

<PAGE>



                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States 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  accounting  principles  generally
accepted in the United States for complete financial statements.

The results of operations for the six-month  period ended June 30, 2003, are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2003.  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, 2002.

Note B - Acquisition
--------------------

WERNER RIETSCHLE HOLDING GMBH ACQUISITION:
On August 29,  2002,  the  Company  purchased  substantially  all the assets and
liabilities of Werner  Rietschle  Holding GmbH  ("Rietschle"),  a privately held
company  based in  Schopfheim,  Germany.  Rietschle  has been a world  leader in
vacuum and pressure  technology,  which includes dry running and  oil-lubricated
pumps,  blowers,  compressors,  and pressure/vacuum pumps utilizing rotary vane,
screw,  roots and claw  technologies.  The  purchase  price  consisted  of $83.3
million in cash and 1,800,000 treasury shares of the Company's common stock. The
Company  negotiated a $120.0 million  revolving  credit facility with a group of
banks to finance the cash portion of the purchase  price, of which $85.0 million
was outstanding as of June 30, 2003.  Rietschle's operating results are included
in the Company's results since the date of acquisition.

A tentative  purchase  price  allocation  was made and reflected in the June 30,
2003  financial  statements.  This  allocation  is  preliminary  as the  Company
finalizes information,  including appraisals, about the fair value of assets and
liabilities  acquired.  Accordingly,  the  amounts  recorded  will change as the
allocation is finalized.

Supplemental pro forma information below for the three and six months ended June
30, 2002, is presented as though the business  combination had been completed as
of the  beginning  of the periods  being  reported  on. The pro forma  financial
information  does not  necessarily  reflect the results of operations that would
have  occurred if the Company and  Rietschle  constituted a single entity during
such periods.

<TABLE>

         (In thousands, except per share data)         Three Months Ended           Six Months Ended
                                                         June 30, 2002                 June 30, 2002
                                                         -------------                 -------------

         <S>                                                <C>                           <C>
         Net sales                                          $84,986                       $164,020
         Net income                                         $ 9,631                       $ 17,938
         Earnings per share - diluted                       $   .54                       $   1.02

</TABLE>

                                       5

<PAGE>


The aggregate purchase price consists of (in thousands):

         Cash                                               $  83,288
         Fair value of Thomas common stock                     44,754
         Transaction costs                                      5,922
                                                       ----------------
          Total aggregate purchase price                     $133,964
                                                       ================

The following  summarizes the estimated  fair values of the assets  acquired and
liabilities assumed at the date of acquisition (in thousands):

   Cash                                           $  3,487
   Accounts receivable                              25,121
   Inventories                                      29,228
   Other current assets                              8,378
   Property, plant and equipment                    47,976
   Other intangibles                                17,463
   Other assets                                      3,113
   Current liabilities                             (24,103)
   Long-term debt                                  (19,536)
   Other long-term liabilities                      (7,619)
                                              ---------------
                                                    83,508

   Goodwill                                         50,456
                                              ---------------
   Aggregate purchase price                       $133,964
                                              ===============

Certain  allocations  above are based on  management's  preliminary  estimate of
assets acquired and liabilities assumed.  The valuations of property,  plant and
equipment  and other  intangible  assets  are based on  preliminary  results  of
independent appraisals,  which are still being reviewed. The property, plant and
equipment is being depreciated on a straight-line basis over an estimated useful
life ranging from three to thirty years. The other  intangible  assets are being
amortized  on a  straight-line  basis over a useful life range of five to twelve
years, except for $12,210,000 of trademarks, which are not being amortized.

The goodwill  associated with the Rietschle  acquisition is all allocated to the
Pump and Compressor Segment.

20% MINORITY INTEREST IN RIETSCHLE ITALIAN SUBSIDIARY:
On April 11, 2003, the Company  purchased the remaining 20% minority interest in
the Company's Italian subsidiary for $1.5 million. All of the purchase price was
preliminarily  allocated to  goodwill.  The Company now owns 100% of the Italian
subsidiary.

Note C - 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 D - Comprehensive Income
-----------------------------
The reconciliation of net income to comprehensive income follows:

                                       6

<PAGE>

<TABLE>

(In  thousands)                                       THREE MONTHS                      SIX MONTHS
                                                      ENDED JUNE 30                    ENDED JUNE 30
                                                   2003            2002           2003             2002
                                                   ----            ----           ----             ----

<S>                                              <C>             <C>            <C>              <C>
Net income                                       $9,432          $8,636         $18,238          $16,057
Other comprehensive income (loss):
   Minimum pension liability                        (36)              -             (63)               -
      Related tax expense                            13               -              22                -
   Foreign currency translation                   7,255           5,667          11,090            5,144
                                                 ------          ------         -------          -------
Total change in other comprehensive income        7,232           5,667          11,049            5,144
                                                 ------          ------         -------          -------

Total comprehensive income                      $16,664         $14,303         $29,287          $21,201
                                                =======         =======         =======          =======

</TABLE>

Note E - Net Income Per Share
-----------------------------

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

<TABLE>

    (In  thousands)                                     THREE MONTHS                 SIX MONTHS
                                                        ENDED JUNE 30               ENDED JUNE 30
                                                  2003            2002           2003             2002
                                                  ----            ----           ----             ----
<S>                                             <C>              <C>            <C>              <C>
Numerator:
    Net income                                  $ 9,432          $8,636         $18,238          $16,057
                                                -------          ------         -------          -------
Denominator:
    Weighted average shares outstanding          17,179          15,276          17,159           15,260
Effect of dilutive securities:
    Director and employee stock options             349             570             330              521
    Employee performance shares                      22              37              25               36
                                                -------          ------         -------          -------
    Dilutive potential common shares                371             607             355              557
                                                -------          ------         -------          -------
    Denominator for diluted earnings per share
    -adjusted weighted average shares and
     assumed conversions                         17,550          15,883          17,514           15,817
                                                 ======          ======          ======           ======

</TABLE>

Note F - Segment Disclosures
----------------------------

<TABLE>

(In  thousands)                                       THREE MONTHS                       SIX MONTHS
                                                      ENDED JUNE 30                    ENDED JUNE 30
                                                  2003             2002           2003            2002
                                                  ----             ----           ----            ----

<S>                                            <C>              <C>            <C>              <C>
Total net sales including intercompany
  sales
       Pump and Compressor                     $117,813         $56,261        $229,940         $108,218
Intercompany sales
       Pump and Compressor                      (22,003)         (6,333)        (41,784)         (12,233)
                                               --------         -------        --------         --------
Net sales to unaffiliated customers
       Pump and Compressor                     $ 95,810         $49,928        $188,156         $ 95,985
                                               ========         =======        ========         ========

Operating income
         Pump and Compressor                   $ 10,334          $8,014         $20,659         $ 15,561
         Lighting*                                6,887           7,522          13,030           13,524
         Corporate                               (1,768)         (1,419)         (3,556)          (2,904)
                                               --------         -------        --------         --------
                                               $ 15,453         $14,117        $ 30,133         $ 26,181
                                               ========         =======        ========         ========

                                       7

<PAGE>

*Three  months ended June 30 consists of equity income of $6,952,000 in 2003 and
$7,572,000 in 2002 from our 32% interest in the joint  venture,  Genlyte  Thomas
Group LLC (GTG),  less  $65,000 in 2003 and $50,000 in 2002,  related to expense
recorded for Thomas Industries stock options issued to GTG employees. Six months
ended June 30 consists of equity income of $13,174,000  in 2003 and  $13,625,000
in 2002 from our 32 percent  interest in GTG less  $144,000 in 2003 and $101,000
in 2002 related to expense  recorded for Thomas  Industries stock options issued
to GTG employees.

</TABLE>

Note G - Goodwill and Other Intangible Assets
---------------------------------------------

The changes in net carrying amount of goodwill for the six months ended June 30,
2003 were as follows (in thousands):

   Balance as of December 31, 2002                       $ 55,669
   Rietschle acquisition adjustments                        1,296
   20% minority interest acquisition                        1,484
   Translation adjustments and other                       (3,779)
                                                       ----------------
   Balance as of June 30, 2003                           $ 54,670
                                                       ================

The  goodwill  included  in the  balance  sheets  is  related  to the  Pump  and
Compressor Segment.

Certain  intangible  assets  have  definite  lives and are being  amortized.  In
accordance with SFAS No. 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.  Amortizable  intangible assets
consist of the following (in thousands):

<TABLE>

                               June 30, 2003                                  December 31, 2002
                  -----------------------------------------     ----------------------------------------------
                                           Accumulated                                        Accumulated
                   Life       Cost         Amortization            Life          Cost         Amortization
                   ----       ----         ------------            ----          ----         ------------

   <S>             <C>        <C>          <C>                     <C>       <C>                <C>
   Licenses        18-19      $   483      $   192                 18-19     $   466            $  65
   Patents         5-20         5,621          490                 5-20        5,137              230
   Other           1-10         2,881          659                 1-10        2,633              491
                           -------------------------------                   --------------------------------
   Total                       $8,985       $1,341                           $ 8,236            $ 786
                           ===============================                   ================================

</TABLE>

The June 30, 2003 cost amount  includes  $8.4 million  related to the  Rietschle
acquisition  allocated to patents and other  intangibles.  The total  intangible
amortization  expense  for the six  months  ended  June  30,  2003  and 2002 was
$471,000 and $9,000, respectively.

The estimated  amortization  expense stated in thousands of dollars for the next
five years beginning January 1, 2003 through December 31, 2007 is as follows:

     2003         $855
     2004          738
     2005          738
     2006          738
     2007          729

As  of  June  30,  2003,   $12,210,000  has  been  preliminarily   allocated  to
non-amortizable trademarks, in connection with the Rietschle acquisition.

Also included in other intangible  assets is an intangible asset associated with
the minimum  pension  liability of $691,000 as of June 30, 2003 and December 31,
2002.


                                       8

<PAGE>


Note H - Long-lived Assets
--------------------------

Consistent  with SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets," the Company evaluates  long-lived assets for impairment and
assesses their recoverability based upon anticipated future cash flows. If facts
and circumstances lead the Company's  management to believe that the cost of one
of its assets may be  impaired,  the Company  will  evaluate the extent to which
that cost is  recoverable  by  comparing  the  future  undiscounted  cash  flows
estimated to be associated  with that asset to the asset's  carrying  amount and
write down that carrying amount to market value to the extent necessary.

Note I - Genlyte Thomas Group LLC
---------------------------------

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

<TABLE>

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

<CAPTION>

                                                         (Unaudited)
                                                           June 30,                 December 31,
                                                             2003                       2002
                                                             ----                       ----
       <S>                                               <C>                          <C>
       GTG balance sheets:
          Current assets                                 $404,606                     $405,138
          Long-term assets                                285,504                      267,843
          Current liabilities                             174,282                      187,211
          Long-term liabilities                            53,775                       69,795

<CAPTION>

                                                        Three Months             Six Months
                                                         Ended June 30          Ended June 30
                                                         -------------          -------------
                                                       2003        2002         2003      2002
                                                       ----        ----         ----      ----
       <S>                                           <C>         <C>          <C>       <C>
       GTG income statements (unaudited):
          Net sales                                  $254,113    $247,767     $492,026  $479,793
               Gross profit                            88,729      87,569      170,559   167,789
          Earnings before interest and taxes           23,259      25,787       44,422    46,870
          Net income                                   21,724      23,664       41,169    42,579


    Amounts recorded by Thomas Industries Inc.:
          Equity income from GTG                       $6,952      $7,572      $13,174   $13,625
          Stock option expense                            (65)        (50)        (144)     (101)
          Equity income reported by Thomas             $6,887      $7,522      $13,030   $13,524


</TABLE>

Note J - Stock-Based Compensation
---------------------------------

Stock options are granted under various stock compensation programs to employees
and  independent  directors.  The Company  accounts for stock  option  grants in
accordance  with  Accounting  Principles  Board Opinion No. 25,  "Accounting for
Stock Issued to Employees"  ("APB 25").  For purposes of pro forma  disclosures,
the  estimated  fair value of the  options  is  amortized  to  expense  over the
options' vesting period.

Included in stock option activity, but accounted for in accordance with SFAS No.
123, are options  granted to GTG  employees,  for which the Company has recorded
compensation  expense.  This  compensation  expense,  shown net of tax,  is also
included in the pro forma information below.


                                       9

<PAGE>

The  Company's  pro forma  information  in  accordance  with SFAS No.  123 is as
follows:

<TABLE>

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

                                                                   2003             2002         2003        2002
                                                        -------------------------------------------------------------

<S>                                                         <C>             <C>            <C>           <C>
Net income (as reported)                                    $     9,432     $     8,636    $   18,238    $   16,057
Add: Stock-based compensation expense for GTG employees
   included in reported net income, net of related tax
   effect.                                                           59              49           131            92
Deduct:  Total stock-based employee compensation
   determined under fair value based method for all
   awards, net of related tax effect.
                                                                   (209)           (260)         (430)         (472)

                                                        -------------------------------------------------------------
Net income (pro forma)                                      $     9,282     $     8,425   $    17,939  $     15,677
                                                        =============================================================

Net income per share (Basic) -        As reported                 $ .55           $ .57         $1.06        $ 1.05
                                          Pro forma                 .54             .55          1.05          1.03

Net income per share (Diluted) -     As reported                    .54             .54          1.04          1.02
                                          Pro forma                 .53             .53          1.02           .99


</TABLE>

Note K - Product Warranty Costs
-------------------------------

The Company  generally  offers  warranties  for most of its products for periods
from one to five years.  The specific terms and  conditions of these  warranties
vary  depending  on the  product  sold and  country  in which the  Company  does
business.  The  Company  estimates  the  costs  that may be  incurred  under its
warranty and records a liability in the amount of such costs at the time product
revenue is  recognized.  Factors that affect the  Company's  warranty  liability
include that number of units sold,  historical and anticipated rates of warranty
claims,  and cost per claim. The Company  periodically  assesses the adequacy of
its recorded warranty liability and adjusts the amount as necessary.

Changes in the  Company's  warranty  liability for the six months ended June 30,
2003 are as follows (in thousands):

   Balance as of December 31, 2002                        $ 2,674
   Warranties issued during the six months                  1,641
   Settlements made during the six months                  (1,070)
                                                       --------------
   Balance as of June 30, 2003                            $ 3,245
                                                       ==============

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 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


                                       10

<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

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 reserves 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  reserves may be required.  With
respect  to  the  Rietschle   acquisition  in  2002,  the  Company  utilized  an
independent  appraisal in determining  the fair value of assets and  liabilities
acquired.  The purchase price  allocation has not yet been  finalized,  and as a
result,  the amounts  recorded could change as the  allocation is finalized.  If
actual market  conditions or other factors  differ in the future from those used
by the  independent  appraiser,  then  asset  write-downs  may be  required.  In
accordance  with  Statement of Financial  Accounting  Standards  (SFAS) No. 142,
"Goodwill  and Other  Intangible  Assets,"  Thomas  tests at least  annually for
impairment of goodwill and  indefinite  lived  intangible  assets.  If facts and
circumstances  lead the Company's  management to believe that the cost of one of
these assets may be impaired,  then further  evaluations  would be performed and
possible  write-downs could occur. In accordance with SFAS No. 144,  "Accounting
for the  Impairment  or Disposal of  Long-Lived  Assets," the Company  evaluates
long-lived  assets for impairment and assesses their  recoverability  based upon
anticipated  future cash flows.  If facts and  circumstances  lead the Company's
management  to  believe  that the cost of one of its  long-lived  assets  may be
impaired,  then further evaluations would be performed and possible  write-downs
could occur.

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
On August 29,  2002,  the  Company  purchased  substantially  all the assets and
liabilities of Werner  Rietschle  Holding GmbH  ("Rietschle"),  a privately held
company  based in  Schopfheim,  Germany.  See Note B in the  notes to  condensed
consolidated financial statements. Rietschle's operating results are included in
the Company's  operating results since the date of acquisition.  As we integrate
the Rietschle and Thomas  entities,  it becomes more  difficult to determine the
impact of the Rietschle  acquisition,  on a stand-alone  basis.  The Company has
made its best estimate of the Rietschle  impact to various income statement line
items,  such as, net  sales,  gross  profit,  operating  income and net  income.
Eventually, it will not be meaningful to make these estimates. At the end of the
second quarter, the Company announced


                                       11

<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

the shutdown of a Rietschle factory in Fleurier,  Switzerland.  The Company made
an estimate of the shutdown costs related to severance  payments and other costs
to exit the facility,  which would be incurred in future  months.  The amount of
this estimate is $1.7 million. The Company has concluded that these costs should
be recognized as liabilities  assumed in the Rietschle  acquisition and included
in the  allocation  of the  acquisition  cost in  accordance  with  Statement of
Financial Accounting  Standards (SFAS) No. 141, "Business  Combinations" and the
Emerging  Issues Task Force (EITF) Issue No. 94-3,  "Liability  Recognition  for
Certain Employee Termination Benefits and Other Costs to Exit an Activity". This
did not have an impact to the second quarter or six months results.

The Company's  net income was $9.4 million in the second  quarter ended June 30,
2003,  compared  to $8.6  million in the  second  quarter  ended June 30,  2002.
Included in the 2003 amount was approximately $.8 million related to Rietschle's
estimated  net income after netting  interest  expense on  acquisition  debt and
other  transaction  related  expenses.  Excluding the impact of  Rietschle,  net
income for the 2003  second  quarter  would have been $8.6  million or flat when
compared to the 2002 period.  For the six months ended June 30, 2003, net income
was $18.2 million,  compared to $16.1 million in the comparable  period in 2002.
Rietschle's  estimated  net income in the six months ended June 30,  2003,  were
$2.0 million. Net income for the six months ended June 30, 2003, would have been
$16.3 million or 1.3% higher than the  comparable  2002 period,  when  excluding
Rietschle.

PUMP AND COMPRESSOR SEGMENT
Net sales for the second quarter ended June 30, 2003,  increased  91.9% to $95.8
million  compared to $49.9 million for the second  quarter of 2002.  Included in
2003 was  $41.9  million  related  to  Rietschle's  estimated  net  sales.  Also
favorably  impacting  the 2003  second  quarter  net sales  were the  effects of
exchange  rates,  which  increased net sales of the former  Thomas  locations by
approximately  $2.8  million.  Excluding  the  Rietschle net sales and the sales
increase  due to  exchange  rate  fluctuation,  the 2003 net  sales  would  have
increased  2.2%.  The  following  comments  regarding  net  sales  are  based on
comparisons  of the 2003 and 2002 second  quarters when  excluding the Rietschle
net sales and the effects of exchange rates. North American  operations recorded
increases in 2003 sales  compared to 2002 due to strength in the  automotive and
medical markets. These were partially offset by lower sales in the environmental
market. Europe recorded higher sales due to increases from the environmental and
medical  markets,  which were partially  offset by lower sales to the automotive
market. Net sales decreased in the Asia Pacific operations due to lower sales in
the environmental  and medical markets.  Net sales for the six months ended June
30, 2003,  increased  96% to $188.2  million  compared to $96.0  million for the
comparable  2002  period.   Included  in  2003  was  $81.2  million  related  to
Rietschle's  estimated  net  sales.  The  favorable  effects of  exchange  rates
increased the 2003 net sales by $5.8 million.  Excluding the Rietschle net sales
and the sales increase due to exchange rate fluctuations, the 2003 net sales for
the six months ended June 30, 2003,  would have increased  5.4%.  When comparing
the 2003 and 2002 six  month  period  ended  June  30,  the  market  trends  and
explanations  for changes were the same as those  included  above  regarding the
second quarter.

Gross profit for the Pump and Compressor Segment was $33.8 million,  or 35.2% of
sales in the second quarter of 2003,  compared to $18.0 million, or 36.1% in the
second quarter of 2002.  Excluding  Rietschle's  estimated  gross profit and the
impact of exchange rate fluctuations in 2003, the Company's gross profit percent
would have been 35.6%.  For the six months ended June 30, gross profit was $66.9
million,  or 35.5% of sales in 2003, compared to $34.9 million, or 36.4% for the
comparable period in 2002. Excluding  Rietschle's estimated gross profit and the
impact of exchange rate fluctuations in 2003, the Company's gross profit percent
would have been 35.3% for the six months ended June 30, 2003.  The  reduction in
the gross profit  percentage  was primarily due to the negative  impact from the
new product  being  transitioned  to Chinese  production,  sales mix and pricing
pressures in some of our markets.

                                       12

<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

The Pump and Compressor  Segment's selling,  general and  administrative  (SG&A)
expenses were $23.4 million,  or 24.5% of sales,  in the second quarter of 2003,
compared to $10.0 million,  or 20.0%, in the same period in 2002.  These exclude
corporate expenses,  which are discussed in a separate section below. The higher
percent of sales in the second quarter of 2003 for SG&A expenses, when including
Rietschle, is due to the increased number of Rietschle sales and service offices
throughout  the world,  which  require a higher  level of SG&A costs to operate.
Excluding  Rietschle's  estimated  SG&A expenses and the impact of exchange rate
fluctuations,  the 2003 second  quarter SG&A  expenses  would be 20.3% of sales,
which is slightly higher than the 2002 second quarter percentage.  SG&A expenses
for the six months ended June 30, 2003,  was $46.2  million,  or 24.6% of sales,
compared to $19.3  million,  or 20.2% for the same period in 2002.  As mentioned
for the second  quarter above,  the Rietschle  acquisition is the primary reason
for the higher percentage in 2003. Excluding Rietschle's estimated SG&A expenses
and the impact of exchange rate fluctuations, the 2003 SG&A expenses for the six
months ended June 30, 2003 would be 20.5% of sales.

Operating  income for the Pump and Compressor  Segment was $10.3 million for the
second  quarter of 2003,  compared to $8.0 million for the 2002 second  quarter.
Included in the 2003 second  quarter was $2.0  million,  related to  Rietschle's
estimated  operating income,  and $.6 million related to the favorable impact of
exchange rate  fluctuations.  Excluding these items,  the 2003 operating  income
would have been 2.8% below the 2002 second quarter level. The following comments
regarding  operating income are based on comparisons of the 2003 and 2002 second
quarters  when  excluding  the  Rietschle  operating  income and the  effects of
exchange rates.  The North American  operations  reported lower operating income
results primarily due to lower margins on a new product, which is in the process
of being transferred to China for lower cost production. The European operations
posted higher operating income in the 2003 second quarter versus 2002, primarily
due to  increased  sales  volume and  favorable  product  mix.  The Asia Pacific
operating  income was lower due to lower sales  volume and  unfavorable  product
mix. Operating income for the six months ended June 30, 2003, was $20.7 million,
compared to $15.6  million for the  comparable  period in 2002.  Included in the
2003 six  month  period  was  $4.7  million  related  to  Rietschle's  estimated
operating  income and $1.0 million  related to the favorable  impact of exchange
rate  fluctuations.  Excluding these items,  the 2003 six month period operating
income  would  have been 3.5% below the 2002  six-month  period.  The  following
comments  regarding  operating  income are based on  comparisons of the 2003 and
2002  six-month  periods when excluding the Rietschle  operating  income and the
effects of exchange rates. The North American operations posted higher operating
income  primarily due to strong  shipments in the first  quarter of 2003,  which
were partially  offset by lower margins on a new product being  transitioned  to
Chinese production.  The European operations reported lower operating income for
the six-month  period due to  unfavorable  product mix incurred on first quarter
shipments. The Asia Pacific operating income was lower due to lower sales volume
and unfavorable product mix.

LIGHTING SEGMENT
The Genlyte Group (Genlyte) and Thomas formed the Genlyte Thomas Group LLC (GTG)
on August 30, 1998. The Lighting  Segment's  operating  income  includes our 32%
interest  in the GTG  joint  venture,  as well as  expenses  related  to  Thomas
Industries stock options issued to GTG employees.  The Lighting Segment earnings
decreased 8.4% to $6.9 million in the second  quarter of 2003,  compared to $7.5
million in the same  period in 2002.  This  decrease  was  primarily  related to
foreign currency transaction losses related to GTG's Canadian divisions, as well
as a 1.6%  reduction in sales volume,  when  excluding the recent  Vari-Lite and
Shakespeare  acquisitions  made by GTG. GTG also incurred higher legal,  pension
and insurance  costs in the second  quarter of 2003,  compared to 2002.  For the
six-month  period ended June 30, 2003, the Lighting  Segment earnings were $13.0
million,  or 3.7%  below the $13.5  million  reported  for the  comparable  2002
period.  The  explanation  for  the  lower  six-month  earnings  is the  same as
described above for the second  quarter,  but the decrease was smaller due to an
increase in earnings

                                       13

<PAGE>

Item 2. Management's Discussion and Analysis - Continued

during the first quarter of 2003  compared to 2002.  GTG sales for the six-month
period ended June 30, 2003,  were down .6% from the 2002 levels,  when excluding
recent acquisitions.

Thomas'  investment  in  GTG  is  accounted  for  using  the  equity  method  of
accounting.  Under the terms of the LLC Agreement,  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  interest  in GTG  computed  as a going  concern,  including  the  control
premium.

Also under the terms of the LLC Agreement,  on or after the final  settlement or
disposition  of Genlyte's  case  related to the Keene  Creditors  Trust  lawsuit
against Genlyte and others,  either Thomas or Genlyte has the right, but not the
obligation to buy the other  parties'  interest in GTG (the "Offer  Right").  If
Thomas and Genlyte  cannot  agree on the terms,  then GTG or the business of GTG
shall be sold to the highest bidder. Either party may participate in bidding for
the  purchase of GTG or the  business of GTG. On March 14,  2003,  the  Southern
District of New York Federal  District  Court  dismissed  the Genlyte case noted
above.  On April 14, 2003,  the Creditors  Trust filed a Notice of Appeal to the
United  States Court of Appeals for the Second  Circuit from the final  judgment
entered on March 17, 2003.  The Notice claims to bring up for review all orders,
opinions, and decisions previously entered in the action.

Therefore, no final settlement or disposition has occurred and neither party has
the ability to exercise this right.

In the event of a Change of Control  (i) of Thomas,  GTG has the right,  but not
the obligation,  to purchase Thomas' interest for a purchase price equal to Fair
Market Value of GTG multiplied by Thomas' ownership interest or (ii) of Genlyte,
Thomas has the right, but not the obligation,  to sell its interest to the Joint
Venture for a purchase  price equal to Fair Market  Value of GTG  multiplied  by
Thomas' ownership  interest.  The definition of "Change of Control" includes the
acquisition by any person of 25% or more of Thomas' outstanding common stock.

In the event of a Deadlock (as defined below), Thomas may exercise its Put Right
in  accordance  with the LLC  Agreement or Genlyte may, in its sole  discretion,
cause the entire Joint Venture or business of GTG to be sold. A "Deadlock" shall
be deemed to exist if (i) the Management Board of GTG fails to agree on a matter
for which Special  Approval is required in accordance with the LLC Agreement and
(ii)  such  disagreement  continues  for 90 days.  The  definition  of  "Special
Approval"  includes the approval of at least a majority of the management  board
representatives,   including,  in  all  instances,  approval  by  at  least  one
representative appointed by Thomas.

CORPORATE
As  disclosed  in Note F (Segment  Disclosures)  in the  consolidated  financial
statements, consolidated operating income includes corporate expenses. Corporate
expenses were $1.8 million for the three months ended June 30, 2003, compared to
$1.4 million for 2002. The increase in 2003 relates to higher banking, audit and
tax fees as a result  of the  Rietschle  acquisition,  as well as  higher  costs
associated  with  Sarbanes-Oxley  Act compliance.  Corporate  expenses were $3.6
million for the six months ended June 30, 2003, compared to $2.9 million for the
comparable  period in 2002. The increases in corporate  expenses were due to the
same explanations given above for the second quarter increase.

Interest  expense  for the three  months  ended June 30,  2003 was $1.0  million
compared to $.6 million for 2002. The 2003 amount  includes $.6 million  related
to the Rietschle  acquisition.  Excluding  Rietschle  related amounts,  the 2003
interest expense was $.4 million. Interest expense for the six months ended Item

                                       14

<PAGE>

2. Management's Discussion and Analysis - Continued

June 30,  2003,  was $2.1 million  compared to $1.2  million for 2002.  The 2003
six-month  period  includes $1.3 million  related to the Rietschle  acquisition.
Excluding Rietschle related amounts, the 2003 interest expense for the six-month
period was $.8 million.  The  reduction in 2003,  when  excluding  the Rietschle
acquisition, was primarily related to the $7.7 million payment of long-term debt
on January 31, 2003, which carried a 9.36% annual interest rate.  Interest rates
were also lower in 2003 compared to 2002.

Interest  income and other for the three  months  ended June 30,  2003,  was $94
thousand  compared to $43 thousand of income in the  comparable  period in 2002.
The increase from 2002 relates primarily to the Rietschle acquisition. Excluding
Rietschle,  interest income and other would have decreased by $21 thousand.  For
the six months ended June 30, 2003,  interest  income and other was $55 thousand
compared to $285 thousand in 2002.  Excluding Rietschle for the six-month period
in 2003, would have reduced the reported amount by $57 thousand,  resulting in a
charge of $2 thousand.  The  decreases in both the second  quarter and six-month
periods compared to 2002,  relates to lower amounts of invested cash in 2003 and
lower interest rates versus 2002. The six-month period  comparison also includes
negative impacts from foreign currency  translation  losses in the first quarter
of 2003, compared to favorable impacts in the first quarter of 2002.

Income tax  provisions  were $5.1  million and $5.0  million in the three months
ended June 30, 2003, and 2002,  respectively.  Income tax  provisions  were $9.8
million  and $9.2  million in the six  months  ended  June 30,  2003,  and 2002,
respectively. The effective income tax rate was 35.0% in 2003, compared to 36.5%
in 2002.  The decline in the effective tax rate in 2003 was primarily due to the
tax benefits achieved through the Rietschle acquisition.

LIQUIDITY AND SOURCES OF CAPITAL
Cash and cash  equivalents  decreased  $1.2 million to $17.7 million at June 30,
2003,  compared  to $18.9  million at  December  31,  2002.  This  decrease  was
primarily  related to the $7.7  million  long-term  debt  payment on January 31,
2003, which was offset by proceeds from additional  long-term debt borrowings of
$7.0 million,  at lower interest rates. These additional  proceeds were used for
working  capital  needs during the six months  ended June 30,  2003,  as well as
capital expenditures,  which were $3.6 million higher in the first six months of
2003 compared to the comparable period in 2002.

Cash  flows  provided  by  operations  in the first six months of 2003 were $5.8
million  compared to cash flows  provided by  operations  of $3.0 million in the
first six months of 2002. The increase in cash flows were  primarily  related to
increases in net income in the six months ended June 30, 2003, compared to 2002.

Dividends paid in 2003 were $2.9 million compared with $2.6 million in 2002. The
2003 dividends  increased primarily due to the issuance of 1.8 million shares in
connection with the acquisition of Rietschle.

As of June 30,  2003,  the  Company  had  standby  letters  of  credit  totaling
$4,410,000 with expiration dates during 2003. 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. No purchases
were made under this  repurchase  plan  during  2003.  Under the  December  1999
repurchase  plan, the Company has purchased,  on a cumulative basis through June
30,  2003,  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


                                       15

<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

Company stock  through a  combination  of cash flows  generated  from  operating
activities and our revolving line of credit.

Working  capital  increased  from $82.0  million at December 31, 2002,  to $94.5
million at June 30, 2003,  primarily due to increases in accounts receivable and
inventories to support business activities.

                                                   June 30,       December 31,
Dollars in thousands                                 2003            2002
                                                     ----            ----

Working capital                                   $ 92,721          $82,030
Current ratio                                         2.61             2.66
Long-term debt, less current portion              $103,888         $104,047
Long-term debt to total capital                       23.3%            24.9%

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 $112.8  million are not  restricted  at June 30, 2003.  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, 2003,  the  prepayment  penalty would
have been approximately $1.5 million on a pre-tax basis.

As of June 30,  2003,  the Company had a $120 million  revolving  line of credit
with its banks through August 28, 2005,  $85.0 million of which was outstanding.
This line of credit  was used to fund the cash  payment of $83  million  for the
Rietschle  acquisition  and to support the short-term  needs of the business for
working capital, fixed asset additions, and general business use. As of June 30,
2003, the Company had uncommitted  short-term borrowing  arrangements being used
by some of its foreign  offices which totaled $3.3 million.  As of June 30, 2003
and  December  31,  2002,  except as  described  above  related to the GTG joint
venture,  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 Quarterly  Report 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   statements.  Any
projections of financial performance 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

                                       16

<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

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    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  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    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  adverse affect on
     the Company's results.

o    With  the  Rietschle  acquisition,   the  Company  is  in  the  process  of
     integrating  the  Rietschle  business.  There can be no assurance  that the
     integration  will occur in a timely fashion or in a manner which will allow
     the Company to realize the full benefit of its  strategies.  As part of the
     integration  process,  the Company  plans on achieving  certain  synergies.
     There can be no assurance  that the synergies  will be realized in a timely
     manner or at the projected levels.

o    With the Rietschle acquisition,  the Company has a larger percentage of its
     net assets exposed to foreign  currency risks. As a result,  this increased
     exposure  to foreign  currency  risks may  adversely  affect the  Company's
     results.

o    With the Rietschle  acquisition,  the Company has a leading market share in
     supplying  compressors and systems to the printing industry worldwide.  The
     Company's market share could be reduced significantly due to competition or
     technology.  The loss of market share in the printing industry could have a
     significant adverse affect on the Company's results.

o    GTG, which comprises the Company's Lighting Segment, participates in highly
     competitive  markets  that  are  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  currency  exchange rate  fluctuations.  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.

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<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

The  forward-looking  statements made by the Company are based on estimates that
the Company believes are reasonable. However, 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 both fixed and variable  rates.
Variable rate long-term debt includes the $1.25 million  Industrial Revenue Bond
and the $85.0 million  outstanding  from the revolving  line of credit  facility
that accrue interest at variable rates. Short-term borrowings of $3.3 million at
June 30, 2003, 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 its  variable  rate  debt.  At June  30,  2003,  $89.6  million  was
outstanding.  A 100 basis point  movement in the  interest  rate on the variable
rate debt of $89.6  million  would  result in an $896,000  annualized  effect on
interest expense and cash flows ($582,000 net of tax).

The Company also has  short-term  investments,  including cash  equivalents,  of
$12.2 million as of June 30, 2003,  that bear interest at variable  rates. A 100
basis  point  movement  in the  interest  rate  would  result in an  approximate
$122,000  annualized  effect on interest  income and cash flows  ($79,000 net of
tax).

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 $176,000 annualized
effect on the fair value of long-term debt ($114,000 net of tax).

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 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,  Asia, and South America.  Our Lighting Segment
currency exposure is primarily in Canada.

Item 4.  Controls and Procedures

              Our Chief  Executive  Officer  and Chief  Financial  Officer  have
              concluded,  based on their  evaluation as of the end of the period
              covered by the report, that the Company's "disclosure controls and
              procedures"  (as defined in the  Securities  Exchange  Act of 1934
              Rules  13a-15(e)  and  15d-15(e))  are  effective  to ensure  that
              information  required  to be  disclosed  in the  reports  that the
              Company files or submits under the Securities Exchange Act of 1934
              is recorded,  processed,  summarized and reported, within the time
              periods  specified in the  Securities  and  Exchange  Commission's
              rules and forms.

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 17, 2003.

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

                                       18

<PAGE>

            (c)          A  representative  of  Gabelli  Asset  Management  Inc.
                         presented  a  resolution  for  a  vote  at  the  annual
                         meeting.  The resolution was requesting  that the Board
                         of Directors redeem the Preferred Stock Purchase Rights
                         issued  pursuant to the Rights  Agreement dated January
                         5, 1998.

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

                         Proposal No.  1 - Election of Directors

                                                           For         Withheld
                                                           ---         --------
                         Timothy C. Brown              12,716,499      3,185,459
                         Franklin J. Lunding, Jr.      15,718,694        183,264
                         Dieter W. Rietschle           12,727,119      3,174,839

                         Proposal No.  2 - Resolution to redeem Preferred Stock
                         Purchase Rights

                                                  For         3,043,427
                                                  Against    12,855,317

Item 6.  Exhibits and Reports on Form 8-K

            (a)          Exhibits

                          31.1     Certification  of  Chief  Executive   Officer
                                   pursuant to Rule 13a-14(b) and Section 302 of
                                   the   Sarbanes-Oxley   Act  of  2002,   filed
                                   herewith

                          31.2     Certification  of  Chief  Financial   Officer
                                   pursuant to Rule 13a-14(b) and Section 302 of
                                   the   Sarbanes-Oxley   Act  of  2002,   filed
                                   herewith

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

            (b)          Reports of Form 8-K

                         A Form 8-K was filed on April  16,  2003,  attaching  a
                         press release announcing first quarter 2003 earnings.

                         A Form 8-K was filed on June 9, 2003, attaching a press
                         release announcing second quarter earnings outlook.

Items 1, 2, 3 and 5 are not applicable and have been omitted.



                                       19

<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
                                                 & Chief Financial Officer

Date:  August 12, 2003


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