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 March 31, 2004


                          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 May 6,  2004,  17,371,539  shares of the  registrant's  Common  Stock were
outstanding (net of treasury shares).












<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)



                                                        THREE MONTHS ENDED
                                                            MARCH  31
                                                   -----------------------------
                                                       2004              2003
                                                   -----------------------------


Net sales                                          $ 109,518        $  92,346
Cost of products sold                                 71,135           59,231
                                                   -----------------------------
Gross profit                                          38,383           33,115

Selling, general and administrative
  expenses                                            29,000           24,578
Equity income from GTG                                7,422            6,143
                                                   -----------------------------
Operating income                                      16,805           14,680


Interest expense                                       1,026            1,086
Interest income and other income (expense)               606              (39)
                                                   -----------------------------
Income before income taxes and minority interest      16,385           13,555


Income taxes                                           5,735            4,742
                                                   -----------------------------
Income before minority interest                       10,650            8,813

Minority interest, net of tax                             -                7
                                                   -----------------------------
                                                   $  10,650        $  8,806
                                                   =============================
Net income per share:
    Basic                                          $    0.61        $    0.51
    Diluted                                        $    0.60        $    0.50

Dividends declared per share:                      $   0.095        $   0.085

Weighted average number of
    shares outstanding:
    Basic                                             17,318           17,139
    Diluted                                           17,779           17,507


See notes to condensed consolidated financial statements.


                                       2
<PAGE>

<TABLE>


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

                                                                                          (Unaudited)
                                                                                           March 31             December 31
                                                                                             2004                 2003 *
                                                                                    ---------------------------------------------
<S>                                                                                  <C>                     <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                        $          31,229       $         23,933
    Accounts receivable, less allowance
       (2004--$2,136; 2003--$2,270)                                                             58,621                 52,819
    Inventories:
           Finished products                                                                    31,266                 29,004
           Raw materials                                                                        27,863                 28,250
           Work in process                                                                       8,040                  8,641
                                                                                    ---------------------------------------------
                                                                                                67,169                 65,895
    Deferred income taxes                                                                        7,047                  6,688
    Other current assets                                                                         6,533                  6,287
                                                                                    ---------------------------------------------
Total current assets                                                                           170,599                155,622

Investment in GTG                                                                              221,353                214,405
Property, plant and equipment                                                                  185,084                185,123
    Less accumulated depreciation and amortization                                             (79,304)                (76,773)
                                                                                    ---------------------------------------------
                                                                                               105,780                108,350
Goodwill                                                                                        67,749                 70,164
Other intangible assets, net                                                                    21,008                 21,788
Other assets                                                                                     4,696                  4,715
                                                                                    ---------------------------------------------
Total assets                                                                         $         591,185        $       575,044
                                                                                    =============================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Notes payable                                                                    $           3,092      $           3,088
    Accounts payable                                                                            16,384                 14,312
    Accrued expense and other current liabilities                                               31,297                 30,519
    Dividends payable                                                                            1,646                  1,642
    Income taxes payable                                                                         5,726                     595
    Current portion of long-term debt                                                            9,739                  9,885
                                                                                    ---------------------------------------------
Total current liabilities                                                                       67,884                 60,041

Deferred income taxes                                                                            5,873                  6,177
Long-term debt, less current portion                                                           108,187                102,673
Long-term pension liability                                                                     13,189                 13,189
Other long-term liabilities                                                                      9,446                  9,609
                                                                                    ---------------------------------------------
Total liabilities                                                                              204,579                191,689

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: 2004 - 18,181,078; 2003 - 18,108,664                                             18,181                 18,109
    Capital surplus                                                                            138,852                137,041
    Deferred compensation                                                                        1,506                  1,211
    Treasury stock held for deferred compensation                                               (1,506)                (1,211)
    Retained earnings                                                                          225,300                216,296
    Accumulated other comprehensive income (loss)                                               16,332                 23,968
    Less cost of 822,339 treasury shares                                                       (12,059)               (12,059)
                                                                                    ---------------------------------------------
Total shareholders' equity                                                                     386,606                383,355
                                                                                    ---------------------------------------------
Total liabilities and shareholders' equity                                           $         591,185        $       575,044
                                                                                    =============================================

* Derived from the audited  December 31, 2003  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 (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
<CAPTION>

                                                                                       THREE MONTHS ENDED
                                                                                           MARCH 31
                                                                                 ---------------------------------
                                                                                          2004          2003
                                                                                 ---------------------------------

<S>                                                                                     <C>            <C>
OPERATING ACTIVITIES
Net income                                                                              $  10,650      $  8,806
Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation and intangible amortization                                              4,017         3,869
      Deferred income taxes                                                                  (515)          124
      Equity income from GTG
      Other items                                                                             158           36
      Changes in operating assets and liabilities net of effect of acquisitions:
            Accounts receivable                                                            (6,865)       (5,140)
            Inventories                                                                    (2,674)       (3,459)
            Accounts payable                                                                2,707        (2,081)
            Income taxes payable
            Accrued expenses and other current liabilities                                  1,355         2,309
            Other                                                                          (1,309)         (446)
                                                                                 -------------------------------

Net cash provided by operating activities                                                   5,541           721

INVESTING ACTIVITIES

Purchases of property, plant and equipment                                                 (3,740)       (1,952)

Sales of property, plant and equipment                                                          2            13
                                                                                 -------------------------------

Net cash used in investing activities                                                      (3,738)       (1,939)

FINANCING ACTIVITIES
Proceeds  (payments)  on  short-term  debt,  net Proceeds  from  long-term  debt
Payments from long-term debt

Dividends paid                                                                             (1,642)       (1,455)

Other                                                                                       1,082           356
                                                                                 -------------------------------

Net cash provided by financing activities                                                   5,376         1,631


Effect of exchange rate changes                                                               117           26
                                                                                 -------------------------------

Net increase in cash and cash equivalents                                                   7,296           439

Cash and cash equivalents at beginning of period                                           23,933        18,879
                                                                                 -------------------------------
Cash and cash equivalents at end of period                                       $         31,229      $ 19,318
                                                                                 ===============================


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 of Thomas
Industries  Inc.  ("Thomas" or the  "Company")  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  three-month  period ended March 31, 2004 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December  31,  2004.  In the opinion of the  Company's  management,  the
unaudited consolidated financial statements include all adjustments,  consisting
only of normal recurring accruals,  considered necessary for a fair presentation
of  the  financial   position  and  the  results  of  operations.   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, 2003.

Note B - Acquisitions
---------------------

On November 20, 2003, the Company purchased the remaining 25% minority interests
in the Company's New Zealand subsidiary for $244,000.  All of the purchase price
was  allocated  to  goodwill.  The  Company  now  owns  100% of the New  Zealand
subsidiary.

On July 31, 2003, the Company purchased all of the outstanding  equity interests
of Aldax AB, of Stockholm,  Sweden for $2.6  million,  of which $1.7 million was
paid in cash at the acquisition date, while $900,000 was recorded as a long-term
liability to be paid on July 31, 2005 in accordance with the purchase agreement.
Approximately $2.0 million of the purchase price was allocated to goodwill.

On April 11, 2003, the Company purchased the remaining 20% minority interests in
the Company's Italian subsidiary for $1.5 million. All of the purchase price was
allocated to goodwill. The Company now owns 100% of the Italian subsidiary.

Note C - Contingencies
----------------------

On August 13,  2002,  a petition  was filed in the  District  Court of Jefferson
County,  Texas,  adding Thomas  Industries  Inc. as a third party defendant in a
lawsuit  captioned  Hydro Action,  Inc. v. Jesse James,  individually  and d/b/a
James Backhoe Service of Dietrich, Illinois, Inc. and Original Septic Solutions,
Inc.  (the "Third Party  Plaintiffs")  (the  "Original  Lawsuit").  The Original
Lawsuit  alleged that the Company  violated the Texas  Deceptive Trade Practices
Act and  breached  warranties  of  merchantability  and fitness for a particular
purpose  with  respect to pumps  sold by the  Company  and used in septic  tanks
manufactured or sold by the plaintiffs.  The Original Lawsuit has been stayed as
a result of the  bankruptcy  filing by Hydro Action,  Inc. On October 8, 2003, a
lawsuit was filed against the Company,  Gig Drewery,  Yasunaga  Corporation  and
Aqua-Partners, Ltd. in the District Court of Jefferson County, Texas, making the
same allegations set forth in the Original  Lawsuit and requesting  class-action
certification.  No class has been  certified.  The Third  Party  Plaintiffs  are
plaintiffs  in  this  action.   This  complaint  has  been  amended  to  include
approximately  28  plaintiffs.  The  complaint  currently  seeks $3 million  per
plaintiff and punitive and exemplary  damages.  The total sales related to these
products  were  approximately  $900,000.  Although  this  litigation  is in  the
preliminary  stages,  the Company  believes it has  meritorious  defenses to the
claims and intends to  vigorously  defend this matter.  Litigation is subject to

                                        5

<PAGE>

many  uncertainties  and the  Company  cannot  guarantee  the  outcome  of these
proceedings.  However,  based upon information currently available,  the Company
does not  believe  that the  outcome of these  proceedings  will have a material
adverse effect on the consolidated financial position,  results of operations or
cash flows of the Company.

The Company, like other similar manufacturers, is subject to environmental rules
and regulations  regarding the use, disposal and cleanup of substances regulated
under  environmental  protection laws. It is the Company's policy to comply with
these rules and  regulations,  and the Company  believes  that its practices and
procedures  are  designed  to meet this  compliance.  The Company is involved in
remedial efforts at certain of its present and former locations;  and when costs
can be reasonably  estimated,  the Company records  appropriate  liabilities for
such  matters.  Management  does not believe  that the  ultimate  resolution  of
environmental  matters  will have a  material  adverse  effect on its  financial
position, results of operations or liquidity.

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 (in thousands):

<TABLE>

                                                                    THREE MONTHS ENDED
                                                                         MARCH 31
                                                                ------------------------
                                                                  2004             2003
                                                                  ----             ----
         <S>                                                     <C>             <C>
         Net income                                              $10,650         $ 8,806
         Other comprehensive income (loss):
            Minimum pension liability (increase)                       7             (27)
                  Related tax expense (credit)                        (3)             9
            Derivative adjustment                                   (293)             -
                  Related tax expense                                111              -
            Foreign currency translation                          (7,458)         3,835
                                                                  -------       -------
         Total change in other comprehensive income (loss)        (7,636)         3,817
                                                                  -------       -------
         Total comprehensive income                              $ 3,014        $12,623
                                                                =========       =======

</TABLE>

Note E - Net Income Per Share
-----------------------------
The  computation of the numerator and denominator in computing basic and diluted
net income per share follows (in thousands):

<TABLE>
                                                                   THREE MONTHS ENDED
                                                                         MARCH 31
                                                                 ----------------------
                                                                   2004           2003
                                                                   ----           ----
<S>                                                              <C>             <C>
Numerator:
    Net income                                                   $10,650         $8,806
                                                                 =======         ======
Denominator:
    Weighted average shares outstanding                           17,318         17,139

Effect of dilutive securities:
    Director and employee stock options                              445            322
    Employee performance shares
    Dilutive potential common shares
    Denominator for diluted earnings per share -
      adjusted weighted average shares and assumed conversions    17,779         17,507
                                                                 =======         ======

</TABLE>

                                       6

<PAGE>

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

<TABLE>

(In  thousands)                                                     THREE MONTHS ENDED
                                                                        MARCH 31
                                                                --------------------------
                                                                   2004             2003
                                                                   ----             ----

<S>                                                             <C>             <C>
Total net sales including intercompany sales
       Pump and Compressor                                      $135,716        $  112,127
Intercompany sales
       Pump and Compressor                                       (26,198)          (19,781)
                                                                --------       -----------
Net sales to unaffiliated customers
       Pump and Compressor                                      $109,518        $   92,346
                                                                ========        ==========

Operating income
         Pump and Compressor                                     $11,643        $   10,325
         Lighting*                                                 7,422             6,143
         Corporate                                                (2,260)           (1,788)
                                                               ---------        ----------
                                                                 $16,805        $  14,680
                                                                 =======        ==========

*Three months ended March 31 consists of equity income of $7,512,000 in 2004 and
$6,222,000 in 2003 from our 32% interest in the joint  venture,  Genlyte  Thomas
Group LLC (GTG),  less  $90,000 in 2004 and  $79,000 in 2003  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 three months ended March
31, 2004 were as follows (in thousands):
                                                    THREE MONTHS ENDED
                                                      MARCH 31, 2004
                                                      --------------
   Balance at beginning of period                       $ 70,164
   Translation adjustments and other                      (2,415)
                                                        ----------
   Balance at end of period                             $ 67,749
                                                        ========

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.
Amortizable intangible assets consist of the following (in thousands):

<TABLE>

                               March 31, 2004                                 December 31, 2003
                  -----------------------------------------     ----------------------------------------------
                                           Accumulated                                        Accumulated
                   Life       Cost         Amortization            Life          Cost         Amortization
                   ----       ----         ------------            ----          ----         ------------

   <S>             <C>      <C>            <C>                     <C>       <C>              <C>
   Licenses        18-19    $     494      $   209                 18-19     $     503        $   207
   Patents         5-20         5,688          860                 5-20          5,917            771
   Other           1-15         3,721          946                 1-10          3,619            890
                           ------------ -------------------                  ------------- -------------------
   Total                    $   9,903      $ 2,015                           $  10,039         $1,868
                           ============ ===================                  ============= ===================

</TABLE>

The total intangible  amortization  expense for the three months ended March 31,
2004 and 2003 was $219,000 and $291,000, respectively.


                                       7

<PAGE>

The estimated  amortization expense for the next five years beginning January 1,
2004 through December 31, 2008 is as follows (in thousands):

      2004         $873
      2005          874
      2006          874
      2007          867
      2008          819

The Company has various  trademarks  totaling  $12,334,000 at March 31, 2004 and
$12,831,000 at December 31, 2003, that are not amortized. Also included in other
intangible  assets is an intangible  asset  associated  with the minimum pension
liability of $786,000 as of March 31, 2004 and December 31, 2003.

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 (GTG)
---------------------------------------

The following table contains certain unaudited financial information for GTG.

                            Genlyte Thomas Group LLC
                         Condensed Financial Information
                             (Dollars in Thousands)
                                             (Unaudited)
                                                 March 31,        December 31,
                                                  2004                2003
                                                  ----                ----
       GTG balance sheets:
          Current assets                      $471,149            $444,272
          Long-term assets                     287,014             288,499
          Current liabilities                  188,741             185,809
          Long-term liabilities                 51,750              51,003


                                                             Three Months
                                                            Ended March 31
                                                            --------------
                                                           2004          2003
                                                           ----          ----
       GTG income statements (unaudited):
          Net sales                                     $277,362    $  237,913
               Gross profit                               95,116        81,830
          Earnings before interest and taxes              25,219        21,163
          Net income                                      23,474        19,445

    Amounts recorded by Thomas Industries Inc.:
          Equity income from GTG                       $   7,512    $    6,222
          Stock option expense                               (90)          (79)
                                                       ---------    ----------
          Equity income reported by Thomas             $   7,422    $    6,143
                                                       =========    ==========

                                       8
<PAGE>

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

Stock options are granted under various stock compensation programs to employees
and independent directors.  In December 2003, the Company adopted the fair value
recognition   provisions  of  accounting  for  stock-based   compensation  under
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation,"  (SFAS 123) which  required the Company to expense the fair value
of  employee  stock  options  prospectively  for all  employee  awards  granted,
modified or settled after January 1, 2003.  Awards under the Company's plan vest
over a period of five years.  For employee stock options  granted prior to 2003,
the Company  continues to use the  intrinsic  value based  method of  accounting
prescribed by 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.

The following table  illustrates the effect on net income and earnings per share
if the fair value based method had been applied to all  outstanding and unvested
awards in each period.

                                                          Three Months Ended
                                                               March 31
                                                        ------------------------
                                                            2004          2003
                                                        ------------------------

Net income (as reported)                                  $  10,650    $  8,806
Add: Stock-based compensation expense for GTG employees
   included in reported net income, net of related tax
   effect.                                                       81          46
Deduct:  Total stock-based employee compensation
   determined under fair value based method for all
   awards, net of related tax effect.                          (195)       (194)
                                                        ------------------------
Net income (pro forma)                                    $  10,536    $  8,658
                                                        ========================

Net income per share (Basic) -        As reported             $ .61       $ .51
                                          Pro forma             .61         .51

Net income per share (Diluted) -    As reported                 .60         .50
                                          Pro forma             .59         .50

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 March 31, 2004 are as follows
(in thousands):


                                       9

<PAGE>

                                                 THREE MONTHS ENDED
                                                   MARCH 31, 2004
                                                   --------------
   Balance at beginning of period                      $5,382
   Warranties accrued                                     970
   Settlements made and other                            (835)
   Balance at end of period                            $5,517
                                                       ======

Note L - Currency Risk Management
---------------------------------

All derivative  instruments  are recorded at fair value on the balance sheet and
all changes in fair value are  recorded to earnings or to  shareholders'  equity
through other comprehensive  income in accordance with SFAS No. 133, as amended,
"Accounting for Derivatives and Hedging Activity" (SFAS 133).

The Company uses forward currency exchange  contracts to manage its exposures to
the  variability  of cash flows  primarily  related to the purchase of inventory
manufactured  in  Europe  but  inventoried  and  sold  in  non  Euro-denominated
countries. These contracts are designated as cash flow hedges.

The Company  does not use  derivative  instruments  for  trading or  speculative
purposes.

All of the Company's  derivative contracts are adjusted to current market values
each period and qualify for hedge  accounting under SFAS 133. The periodic gains
and  losses of the  contracts  designated  as cash flows are  deferred  in other
comprehensive  income until the underlying  transactions  are  recognized.  Upon
recognition,  such gains and losses are recorded in  operations as an adjustment
to the carrying  amounts of the underlying  transactions  in the period in which
these transactions are recognized.  The carrying values of derivative  contracts
are included in other current assets.

The Company's policy requires that contracts used as hedges must be effective at
reducing  the  risk  associated  with  the  exposure  being  hedged  and must be
designated as a hedge at the inception of the contract. Hedging effectiveness is
assessed periodically. Any contract that is either not designated as a hedge, or
is so  designated  but is  ineffective,  is marked to market and  recognized  in
earnings  immediately.  If a  cash  flow  hedge  ceases  to  qualify  for  hedge
accounting or is  terminated,  the contract  would continue to be carried on the
balance  sheet  at fair  value  until  settled  and  future  adjustments  to the
contract's  fair  value  would  be  recognized  in  earnings  immediately.  If a
forecasted  transaction  were no longer  probable to occur,  amounts  previously
deferred  in other  comprehensive  income  would be  recognized  immediately  in
earnings.

Note M - Pension and Other Postretirement Benefit Costs
-------------------------------------------------------

The components of net periodic benefit cost consisted of the following:

<TABLE>
                                                                                                     OTHER
                                                                PENSION BENEFITS                POSTRETIREMENT
                                                                                                   BENEFITS
                                                     FOREIGN PLANS U.S. PLANS                    (U.S. PLANS)
                                         --------------------------------------------------- -----------------------
                                          2004         2003         2004         2003           2004       2003
                                         --------------------------------------------------- -----------------------
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>
Service cost                             $   62       $   72       $   84       $   71       $  21        $  17
Interest cost                               141          148          131          128          23           21
Expected return on plan assets                -            -         (144)        (135)          -            -
Other amortization and deferral               4            -           60           51          10            8
                                         --------     -------      -------      -------      ------       -----
Net Periodic Benefit cost                $  207       $  220       $  131       $  115       $  54        $  46
                                         ======       ======       ======       ======       =====        =====

</TABLE>


                                       10

<PAGE>

The Company previously  disclosed in its financial statements for the year ended
December 31, 2003, that it expected to contribute  $570,000 to its pension plans
in 2004.  As of March 31, 2004,  no  contributions  have been made.  The Company
continues to anticipate contributions to the plans of $570,000 for 2004.

In January 2004, the FASB issued FASB Staff Position No. 106-1,  "Accounting and
Disclosure  Requirements Related to the Medicare Prescription Drug,  Improvement
and Modernization Act of 2003" ("FSP FAS 106-1"). FSP FAS 106-1 allows companies
to  assess  the  effect  of the  Medicare  Prescription  Drug,  Improvement  and
Modernization Act of 2003 ("MMA") on their  postretirement  benefit  obligations
and costs and reflect the effects in the 2003 financial statements,  pursuant to
SFAS No. 106,  "Employer's  Accounting  for  Postretirement  Benefits Other Than
Pensions."  Companies  are also  allowed  to make a one-time  election  to defer
accounting for the effects of MMA until  authoritative  guidance is issued.  The
guidance in FSP FAS 106-1 is effective for years ending after  December 7, 2003.
In  accordance  with FSP FAS 106-1,  the Company made the  one-time  election to
defer  accounting  for  the  effects  of MMA  and,  therefore,  the  accumulated
postretirement  benefit obligation and postretirement net periodic benefit costs
in the Company's consolidated financial statements and disclosed in this note do
not reflect the effects of MMA on the  Company's  plans.  In addition,  specific
authoritative  guidance on the  accounting for the federal  subsidy,  one of the
provisions of MMA, is pending, and that guidance, when issued, could require the
Company to change previously  reported  information.  However,  in the Company's
opinion,  any change due to the  accounting  for the  federal  subsidy  would be
immaterial.

Note N - Recent Accounting Pronouncements
-----------------------------------------

In  January  2003,  the FASB  issued  Interpretation  No. 46  "Consolidation  of
Variable Interest Entities" ("FIN 46"). FIN 46 requires a company to consolidate
a variable  interest entity if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or is entitled to receive
a majority of the entity's  residual  returns,  or both. The Company has adopted
the  provisions  of FIN 46,  which  did  not  have an  impact  on the  Company's
financial statements or disclosures.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
requires that certain financial instruments,  which under previous guidance were
accounted for as equity, must now be accounted for as liabilities. The financial
instruments  affected include  mandatorily  redeemable stock,  certain financial
instruments  that  require  or may  require  the  issuer to buy back some of its
shares in exchange for cash or other assets, and certain obligations that can be
settled  with shares of stock.  Although  certain  portions of SFAS No. 150 have
been deferred  indefinitely,  certain portions of the statement became effective
during the third quarter of 2003.  The provisions of this statement did not have
and are not expected to have an impact on the  Company's  statement of financial
position.

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

OVERVIEW
The Company operates in two segments:  Pump and Compressor  Segment and Lighting
Segment. The Pump and Compressor Segment designs,  manufactures,  markets, sells
and services pump and  compressor  products  through  worldwide  operations.  In
August 2002,  we  significantly  increased  the size of our pump and  compressor
business by acquiring  substantially  all the assets and  liabilities  of Werner
Rietschle  Holding  GmbH  ("Rietschle"),  a  privately  held  company  based  in
Schopfheim, Germany. Rietschle's operating results are included in the Company's
operating  results  since the August 29,  2002  acquisition  date.  The Pump and
Compressor  Segment  supplies  products to the original  equipment  manufacturer
(OEM) market in such applications as medical equipment,  environmental,  mobile,
printing,  packaging and many others.  An important market to the Company is the
medical   equipment   market,   which  includes   compressors   used  in  oxygen
concentrators,   nebulizers,   aspirators,  and  other  devices.  As  previously
announced,  we expect  our sales to the  oxygen  concentrator  OEM  market to be
reduced  in 2004 by $4  million  to $6 million as a result of the loss of one of
our  customer's  oxygen  concentrator  product  lines  to


                                       11


<PAGE>

ITEM  2.  Management's Discussion and Analysis (Continued)

a competitor beginning in the third quarter of 2004. Even with the loss of these
sales,  the Company has a leading  market share in the oxygen  concentrator  OEM
market  worldwide.  In order to  reduce  our cost  structure  and  remain  price
competitive,  we are in the process of constructing a manufacturing  facility in
China,  which should be in  production in the first half of 2005. We continue to
rationalize  our  existing  production  facilities  around  the world to achieve
efficient  high quality  production  capabilities.  During  2003,  we closed our
manufacturing facility in Fleurier,  Switzerland,  and relocated this production
to other facilities. We incurred moving related costs for this shutdown. As this
was a former  Rietschle  facility,  all other  shutdown  costs were  recorded as
goodwill as part of the opening  balance sheet  adjustments  contemplated in the
transaction.  In 2003,  we also built and opened a new  facility  in  Memmingen,
Germany and relocated  from the older leased  facility  late in 2003,  incurring
approximately  $400,000 in  relocation  costs.  This new building will allow the
Company to produce in a more efficient  manner and  consolidate  production.  In
February  2004,  the Company  announced  the closing of its  Wuppertal,  Germany
manufacturing  facility  which  will  generate  approximately  $3.2  million  of
one-time  costs in 2004.  The  Company has  recorded  $818,000 of expense in the
first  three  months  of 2004,  related  to this  closure.  Production  from the
Wuppertal facility will be transferred to the new Memmingen facility. We believe
these steps were  necessary  to better  position  the Company for future  growth
opportunities given the current competitive  environment.  We have been notified
of  certain  commodity  cost  increases  which  will  impact our costs in future
periods,  although we will attempt to offset  these with price  increases of our
own.

The Company also  operates in the Lighting  Segment  through its 32% interest in
the Genlyte  Thomas Group LLC (GTG) joint venture.  The Company's  investment in
GTG is  accounted  for  using the  equity  method of  accounting.  GTG  designs,
manufacturers,  markets,  and sells  lighting  fixtures  for a wide  variety  of
applications  in the  commercial,  industrial and  residential  markets for both
indoor and  outdoor  fixtures.  Terms of the LLC  Agreement  can be found in our
Joint Proxy Statement dated July 23, 1998,  which is on file with the Securities
and Exchange Commission.

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 postretirement
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.   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  conditions  of  Thomas'  customers  deteriorates,   resulting  in  an
impairment  of their  ability to make  payments,  additional  allowances  may be
required.


                                       12

<PAGE>

ITEM 2.  Management's Discussion and Analysis - Continued

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.  For the Rietschle  acquisition  which  occurred in 2002,  the Company
utilized an independent  appraiser in  determining  the fair value of assets and
liabilities acquired. If actual market conditions or other factors are different
than those used by the independent appraiser,  then additional asset write-downs
may be required.

Thomas holds a 32 percent  interest in GTG,  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 $10.7 million in the first quarter ended March 31,
2004,  compared to $8.8 million in the first quarter ended March 31, 2003.  This
20.9%  increase was primarily due to higher sales volume and increased  earnings
from GTG. The Company benefited  slightly in the 2004 first quarter from foreign
currency  transaction  gains. The first quarter of 2004 also included  after-tax
charges of $.5 million from costs  associated with the closure of the Wuppertal,
Germany facility.

PUMP AND COMPRESSOR SEGMENT
Net sales for the Pump and Compressor  Segment increased 18.6% to $109.5 million
for the first  quarter  ended March 31, 2004,  compared to $92.3  million in the
first  quarter  of 2003.  This  sales  increase  of $17.2  million  included  an
estimated $8.6 million related to the effects of exchange rate fluctuations. The
North  American  operations  reported a 5.8% increase in 2004 sales  compared to
2003 due to strength in the medical and  environmental  markets.  Sales from our
European  operations  increased 27.5% for the first quarter 2004 versus 2003. We
estimate  that  approximately  60% of this  increase  in  Europe  came  from the
favorable  effect of exchange  rates.  Europe  reported  increased  sales in the
printing and environmental markets. Asia Pacific reported a 33.9% improvement in
sales for the first quarter of 2004 versus 2003. We estimate that  approximately
37% of this  increase in Asia  Pacific net sales was due to  favorable  exchange
rates. Asia Pacific had additional sales increases from the medical market.

Gross profit for the Pump and Compressor Segment was $38.4 million,  or 35.0% of
sales in the first quarter of 2004,  compared to $33.1 million,  or 35.9% in the
first quarter of 2003. The decrease in the percent to sales in 2004 is primarily
related to the effect of exchange rates on  intercompany  purchases of inventory
from our German factories.

The Pump and Compressor  Segment's selling,  general and  administrative  (SG&A)
expenses were $26.7  million,  or 24.4% of sales,  in the first quarter of 2004,
compared to $22.8 million, or 24.7%, in the same period in 2003. The increase in
the 2004 SG&A amount is primarily related to the sales volume increase, exchange
rate  impact,  higher  costs  associated  with our new ERP system and to the $.8
million expense in 2004 for the Wuppertal facility closure.

Pump and Compressor  Segment  operating income for the first quarter ended March
31, 2004, was $11.6 million,  or 10.6% of sales,  compared to $10.3 million,  or
11.2% of sales in the first  quarter of 2003.  The 2004  increase  in  operating
income is primarily related to the sales volume increase. North America,


                                       13

<PAGE>

ITEM 2.  Management's Discussion and Analysis - Continued

Europe and Asia Pacific  operations  all posted  increases in the first  quarter
operating  income  for  2004  versus  2003.  Exchange  rates  had  only a slight
unfavorable  impact in 2004 to the Pump and Compressor  operating income,  while
the Wuppertal shutdown reduced 2004 operating income by $.8 million.

LIGHTING SEGMENT
The Genlyte Group  Incorporated  (Genlyte) and Thomas formed the Genlyte  Thomas
Group LLC (GTG) on August 30, 1998.  Thomas'  investment in GTG is accounted for
using the equity method of accounting.  The Lighting Segment's  operating income
includes  our 32%  interest  in  GTG,  as well as  expenses  related  to  Thomas
Industries stock options issued to GTG employees and our amortization of Thomas'
excess  investment  in GTG for periods  prior to January 1, 2002.  The  Lighting
Segment operating income for the first quarter of 2004 was $7.4 million compared
to $6.1 million in the comparable 2003 period. This increase is due primarily to
a 16.6% increase in GTG sales.

Under the terms of the LLC  Agreement,  Thomas  currently  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.

At any time after Thomas exercises its Put Right,  Genlyte has the right, in its
sole discretion and without the need of approval from Thomas, to cause GTG to be
sold by giving notice to the GTG Management Board, and the Management Board must
then  proceed  to sell GTG  subject  to a  fairness  opinion  from a  recognized
investment banking firm.

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  party's  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 17,  2003,  the  Southern
District of New York Federal  District Court entered a summary judgment in favor
of Genlyte and the other  defendants in the case. As a result,  the case against
all defendants,  including Genlyte, was dismissed in its entirety.  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.  Argument on appeal was heard on March 24, 2004 before a three-judge Panel
of the Second Circuit. On April 9, 2004, the Panel affirmed by Summary Order the
judgment of the lower Court which had dismissed the case. On April 23, 2004, the
Trust filed a Petition for Panel  Rehearing of its own Summary  Order;  however,
the Petition  requested the Panel to reconsider  only a single issue relative to
another party, which does not bear on any claim against Genlyte. Since the Trust
still has the ability to appeal, no final settlement or disposition has occurred
and neither party has the ability to exercise the offer 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.


                                       14

<PAGE>


ITEM 2.  Management's Discussion and Analysis - Continued

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 $2.3 million for the three months ended March 31, 2004,  compared
to $1.8  million  for 2003.  The  increase in 2004  relates to higher  personnel
costs,  higher costs  associated with compliance  with the  Sarbanes-Oxley  Act,
higher  Kentucky  license  taxes due to tax law changes,  and  additional  costs
related to expanding our presence in China.

Interest  expense for the three  months  ended  March 31, 2004 was $1.0  million
compared to $1.1 million for 2003. The slight  reduction in interest  expense in
2004 is  primarily  related to the $7.7  million  payment of  long-term  debt on
January 31, 2004, which carried a 9.36% annual interest rate. This was partially
offset by higher short-term borrowing levels during the first quarter of 2004.

Interest  income and other for the three  months ended March 31, 2004 was income
of $606  thousand  compared to charge of $39  thousand  in the first  quarter of
2003. The 2004 first quarter  includes  positive  impacts from foreign  currency
transaction  gains,  while 2003 includes  negative impacts from foreign currency
transaction losses.

Income tax  provisions  were $5.7  million and $4.7  million in the three months
ended March 31, 2004 and 2003,  respectively.  The effective income tax rate was
35% in the first quarters of 2004 and 2003.

LIQUIDITY AND SOURCES OF CAPITAL
Cash flows provided by operations in the first quarter of 2004 were $5.5 million
compared  to $.7  million in the 2003 first  quarter.  The  increase in 2004 was
primarily  related to changes in accounts  payable and income taxes payable,  as
well as increases in net income.

Cash used in investing  activities was $3.7 million for the three months of 2004
compared to $1.9 million in the comparable 2003 period. The increase in 2004 was
related to increases in capital expenditures of property, plant and equipment in
2004 for purposes of improving manufacturing processes and efficiencies, as well
as replacement of old equipment.

Financing activities provided cash of $5.4 million and $1.6 million in the first
three  months of 2004 and  2003,  respectively.  The  increase  in 2004  relates
primarily to additional  net borrowings of short-term and long-term debt in 2004
of $3.2 million.

Dividends  paid in the first quarter of 2004 and 2003 were $1.6 million and $1.5
million,  respectively. The increase in 2004 primarily relates to an increase in
the quarterly  dividend per share from $.085 to $.095,  effective with the April
1, 2003 dividend.

As of March 31,  2004,  the  Company  had  standby  letters  of credit  totaling
$4,410,000 with expiration dates during 2004. The Company anticipates that these
letters of credit will be renewed at their expiration dates.

                                       15


<PAGE>

ITEM 2.  Management's Discussion and Analysis - Continued

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 the first quarter of 2004. Under the
December 1999 repurchase plan, the Company has purchased,  on a cumulative basis
through March 31, 2004, 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 our revolving line of credit.

Working  capital  increased  from $95.6  million at December 31, 2003, to $102.7
million at March 31, 2004, primarily due to increases in accounts receivable and
inventories to support business activities.

(Dollars in thousands)                             March 31,        December 31,
                                                      2004             2003
                                                      ----             ----
Working capital                                      $102,715          $95,581
Current ratio                                            2.51             2.59
Long-term debt, less current portion                 $108,187         $102,673
Long-term debt to total capital                          21.9%            21.1%

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 $130.2  million are not  restricted  at March 31,  2004.  Thomas is
currently 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, 2004, the prepayment
penalty would have been approximately $.6 million on a pre-tax basis.

As of March 31, 2004,  the Company had a $120 million  revolving  line of credit
with its banks through  August 28, 2005,  $99 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 changes, fixed asset additions,  and general business use. As of
March 31, 2004, the Company had uncommitted  short-term  borrowing  arrangements
being used by some of its foreign  offices  which  totaled $3.1  million.  As of
March 31,  2004 and 2003,  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  were  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 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


                                       16

<PAGE>

ITEM 2. Management's Discussion and Analysis - Continued

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  uncertainties  of  ordinary  business
operations,  the forward-looking statements of the Company referred to above are
also subject to the risks and  uncertainties  set forth in our annual  report on
Form 10-K for the year ended December 31, 2003.

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  variable  rates,  with the
exception of the $7.7 million senior notes that accrue interest at a 9.36% fixed
rate.  Short-term  borrowings  of $3.1 million at March 31, 2004,  are priced at
variable  interest  rates.  The Company's  results of operations and cash flows,
therefore, would be affected by interest rate changes to its variable rate debt.
At March 31, 2004, $113.3 million was outstanding. A 100 basis point movement in
the interest rate on the variable rate debt of $113.3 million would result in an
$1,133,000 annualized effect on interest expense and cash flows ($736,000 net of
tax).

The Company also has  short-term  investments,  including cash  equivalents,  of
$13.5 million as of March 31, 2004,  that bear interest at variable rates. A 100
basis  point  movement  in the  interest  rate  would  result in an  approximate
$135,000  annualized  effect on interest  income and cash flows  ($88,000 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  $67,000 annualized
effect on the fair value of long-term debt ($44,000 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.  There is a risk  associated  with
changing foreign  exchange rates. The Company's  objective is to reduce earnings
and  cash  flow  volatility  associated  with  foreign  exchange  rates to allow
management to focus its attention on its core  business  issues and  challenges.
Accordingly,  the Company enters into foreign  currency  forward  contracts that
change  in value as  foreign  exchange  rates  change  to  protect  the value of
anticipated  foreign  currency  revenues and  expenses.  The gains and losses on
these  contracts  offset changes in the value of the underlying  transactions as
they occur. The Euro is the only currency hedged. At March 31, 2004, the Company
held forward  contracts  expiring through March 2005 to hedge probable,  but not
firmly committed,  intercompany inventory purchases. These hedging contracts are
classified as cash flow hedges and  accordingly,  are adjusted to current market
values through other comprehensive income until the underlying  transactions are
recognized.  Upon recognition,  such gains and losses are recorded in operations
as an adjustment to the carrying  amounts of the underlying  transactions in the
period in which  these  transactions  are  recognized.  At March 31,  2004,  the
foreign currency  forward  contracts had a notional amount of Euro 6,000,000 and
fair value of approximately $115,000. The fair value of the

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<PAGE>

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk - Continued

foreign currency forward contracts, which represents a liability, is included in
accrued expenses and other current liabilities.  The amount of net loss deferred
through  other  comprehensive  income as of March 31,  2004,  was  approximately
$71,000.  There  was no gain or loss  recognized  through  other  income/expense
during the fiscal  first three  months of 2004.  A 100 basis  point  movement in
foreign currency rates on the Company's open foreign exchange contracts at March
31, 2004 would not materially affect the Company's financial statements.

ITEM 4.  Controls and Procedures

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded, based on their evaluation as of the end of the period covered by this
report,  that the Company's  disclosure controls and procedures are effective in
all material respects to ensure that information required to be disclosed in the
reports  that we file or submit  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. There have been no
significant  changes in our internal  controls  over  financial  reporting or in
other factors that could  significantly  affect these controls subsequent to the
date of the previous mentioned evaluation.

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

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 February 10, 2004,  attaching a
                         press release announcing fourth quarter 2003 and fiscal
                         year 2003 sales and earnings.

                         A Form 8-K was filed on February 12, 2004,  attaching a
                         press release  announcing the  resignation of Dieter W.
                         Rietschle  from  Thomas   Industries  Inc.'s  Board  of
                         Directors.



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<PAGE>



                                    SIGNATURE

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

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

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

Date:  May 10, 2004


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