SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549



                                    Form 10-Q




(Mark One)

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


For the quarterly period ended August 31, 2002.

                          Commission File Number 1-6018

                               TOKHEIM CORPORATION


             (Exact Name of Registrant as Specified in its Charter)


         INDIANA                                              35-0712500
(State or Other Jurisdiction                               (I.R.S Employer
of Incorporation or Organization)                          Identification No.)

1600 WABASH AVENUE, FORT WAYNE, IN                           46801-0360
(Address of Principal Executive Offices)                      (Zip Code)

(Registrant's Telephone Number Including Area Code):  (260) 470-4600


              (Former Name, Former Address, and Former Fiscal Year
                          if Changed Since Last Report)

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


Indicate by check mark whether the Registrant has filed all reports required to
be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes [x]


As of August 31, 2002, 4,178,052 shares of voting common stock were outstanding.

The exhibit index is located on page 15.




Certain statements contained in this Report, including, without limitation,
statements containing the words "will," "may," "should," "continue," "intends,"
"believes," "anticipates," "expects" and words of similar import, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "PSLRA"). Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of the Company, or industry
results, to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: increases in interest rates or the
Company's cost of borrowing or a default under any material debt agreement;
inability of the Company to successfully integrate acquisitions; inability to
achieve anticipated cost savings or revenue growth; dependence on the retail
petroleum industry; inability to forecast or achieve future sales levels or
other operating results; fluctuations in exchange rates among various foreign
currencies, principally among the dollar, the Euro, and the British pound;
competition; inability to protect proprietary technology or to integrate new
technologies quickly into new products; changes in business strategy or
development plans; business disruptions; changes in general economic conditions
or in economic conditions of particular markets in which the Company competes;
unavailability of funds for capital expenditures or research and development;
changes in customer spending levels and demand for new products; changes in
governmental, environmental or other regulations, especially as they may affect
the capital expenditures of the Company's customers; failure of the Company to
comply with governmental regulations; loss of key members of management; adverse
publicity; contingent liabilities and other claims asserted against the Company;
loss of significant customers or suppliers; and other factors referenced in this
Report. Certain of these factors are discussed in more detail elsewhere in this
Report, including, without limitation, under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and in
the consolidated financial statements and related notes. Given these
uncertainties, investors are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update any
such factors or to announce publicly the result of any revisions to any of the
forward-looking statements contained herein to reflect future events or
developments.
<PAGE>

PART 1. Financial Information

Item 1.  Financial Statements

<TABLE>
<CAPTION>
TOKHEIM CORPORATION & SUBSIDIARIES
------------------------------------------------------------------------------------------------------------------------------------
Consolidated Condensed Statement of Earnings
(Amounts in thousands except data per share)

                                                                                                    Unaudited
                                                                       -------------------------------------------------------------
                                                                             Three months ended                  Nine months ended
                                                                                 August 31,                          August 31,
                                                                            2002             2001              2002             2001
                                                                       --------------------------------   --------------------------

<S>                                                                       <C>             <C>             <C>             <C>
Net sales ..........................................................      $ 112,921       $ 112,906       $ 345,301       $ 355,932
Cost of sales, exclusive of items listed below .....................         89,111          89,893         272,589         279,809
Selling, general, and administrative expenses ......................         17,850          19,142          59,147          59,103
Depreciation and amortization ......................................          4,220           8,138          13,037          25,092
Impairment of long-lived assets ....................................         27,361            --            27,361            --
Merger and acquisition costs and other unusual items ...............          1,254           1,554           5,643           4,504
                                                                          ---------       ---------       ---------       ---------

Operating loss .....................................................        (26,875)         (5,821)        (32,476)        (12,576)
Interest expense, net ..............................................         10,365           8,919          27,975          26,975
Foreign currency (gain) loss .......................................            475            (487)            394              20
Minority interest in subsidiaries ..................................             (8)            (26)            (27)            156
Other (income) expense, net ........................................             (3)            327             210          (1,666)
                                                                          ---------       ---------       ---------       ---------

Loss before income taxes and effect of accounting change ...........        (37,704)        (14,554)        (61,028)        (38,061)
Income tax expense .................................................            595             147           1,294           1,041
                                                                          ---------       ---------       ---------       ---------

Net loss, before effect of accounting change .......................        (38,299)        (14,701)        (62,322)        (39,102)

Effect of accounting change, net of tax of $0,
  adoption of SFAS 142 .............................................           --              --          (145,125)           --
                                                                           ---------       ---------       ---------       ---------

Net loss ...........................................................        (38,299)        (14,701)       (207,447)        (39,102)

Preferred stock dividends ..........................................           (358)           (372)         (1,115)         (1,122)
Preferred stock accretion ..........................................           (663)           --              (663)           --

                                                                          ---------       ---------       ---------       ---------
Loss applicable to common stock ....................................      $ (39,320)      $ (15,073)      $(209,225)      $ (40,224)
                                                                          =========       =========       =========       =========

Loss per common share:
        Basic
          Net loss before effect of accounting change ..............      $   (8.79)      $   (3.35)      $  (14.32)      $   (8.94)
          Cumulative effect of accounting change ...................           --              --            (32.44)           --
                                                                          ---------       ---------       ---------       ---------
          Net loss .................................................      $   (8.79)      $   (3.35)      $  (46.76)      $   (8.94)
                                                                          =========       =========       =========       =========
          Weighted average shares outstanding* .....................          4,474           4,500           4,474           4,500
                                                                          =========       =========       =========       =========

        Diluted
          Net loss before effect of accounting change ..............      $   (8.79)      $   (3.35)      $  (14.32)      $   (8.94)
          Cumulative effect of accounting change ...................           --              --            (32.44)           --
                                                                          ---------       ---------       ---------       ---------
          Net loss .................................................      $   (8.79)      $   (3.35)      $  (46.76)      $   (8.94)
                                                                          =========       =========       =========       =========
          Weighted average shares outstanding* .....................          4,474           4,500           4,474           4,500
                                                                          =========       =========       =========       =========
</TABLE>

* Total Shares to be issued pursuant to Plan of Reorganization

The accompanying notes are an integral part of the financial statements.


<TABLE>
<CAPTION>
TOKHEIM CORPORATION & SUBSIDIARIES
-----------------------------------------------------------------------------------------------------------------------
Consolidated Condensed Balance Sheet
(Amounts in thousands except data per share)
                                                                                     Unaudited
                                                                                   August 31, 2002    November 30, 2001
                                                                                ---------------------------------------
<S>                                                                                 <C>                <C>
Assets
Current assets:

Cash and cash equivalents                                                           $  21,332          $  14,132
Accounts receivable, net                                                               90,228            121,195
Inventories:
     Raw materials, service parts and supplies                                         53,238             55,577
     Work in process                                                                   10,156              5,591
     Finished goods                                                                    12,115             15,918
                                                                                    ---------          ---------
                                                                                       75,509             77,086
Other current assets                                                                    9,951             13,862
                                                                                    ---------          ---------
     Total current assets                                                             197,020            226,275

Property, plant and equipment:
     Land and land improvements                                                         3,399              5,166
     Buildings and building improvements                                               21,160             22,631
     Machinery and equipment                                                           29,319             45,611
     Construction in progress                                                           1,350              1,940
                                                                                    ---------          ---------
                                                                                       55,228             75,348
Less: Accumulated Depreciation                                                         16,517             13,281
                                                                                    ---------          ---------
                                                                                       38,711             62,067

Reorganization value in excess of amounts allocable to identifiable assets, net          --              145,125
Intangible assets, net                                                                  8,397             17,367
Other assets                                                                            5,352              7,235
                                                                                    ---------          ---------
        Total assets                                                                $ 249,480          $ 458,069
                                                                                    =========          =========

Liabilities and Shareholders' Equity

Current maturities of other long term debt                                          $   1,226          $   2,984
Cash overdrafts                                                                        12,346             17,543
Accounts payable                                                                       51,231             68,697
Accrued expenses                                                                       70,703             78,424
Current maturities of notes payable, bank credit agreement                            296,678            273,766
                                                                                    ---------          ---------
   Total current liabilities                                                          432,184            441,414

Other long term debt, less current maturities                                           2,956              2,925
Post-retirement benefit liability                                                      19,019             18,271
Other long-term liabilities                                                             3,601              2,049
                                                                                    ---------          ---------
                                                                                      457,760            464,659

Redeemable convertible preferred stock, liquidation value of $25 per share,
 1,700 shares authorized 960 shares issued                                             20,579             18,320
Treasury stock, at cost                                                                (5,721)            (4,974)
New preferred stock, liquidation preference of $10 per share,
 10 authorized and issued                                                                 100                100
                                                                                    ---------          ---------
   Total preferred equity                                                              14,958             13,446

New common stock, no par value; 30,000 shares authorized                                4,500              4,500
Common stock warrants                                                                   8,199              8,199
Accumulated comprehensive income (loss)                                                 4,037             (1,986)
Retained earnings (accumulated deficit)                                              (267,050)           (57,825)
Additional paid in capital                                                             27,076             27,076
                                                                                    ---------          ---------
           Total common shareholders' equity                                         (223,238)           (20,036)
                                                                                    ---------          ---------

     Total liabilities and shareholders' equity                                     $ 249,480          $ 458,069
                                                                                    =========          =========
</TABLE>

The accompanying notes are an integral part of the financial statements.


<TABLE>
<CAPTION>
TOKHEIM CORPORATION & SUBSIDIARIES
----------------------------------------------------------------------------------------------------
Consolidated Condensed Statement of Cash Flows
(Amounts in thousands except data per share)

                                                                                                Unaudited
                                                                                ----------------------------------------
                                                                                Nine months ended     Nine months ended
                                                                                 August 31, 2002       August 31, 2001
                                                                                ----------------------------------------
<S>                                                                                <C>                  <C>
Cash flows from operating activities:
      Net loss .................................................................   $(207,447)           $ (39,102)
      Effect of change in accounting principle .................................     145,125                 --
                                                                                   ---------            ---------
                                                                                     (62,322)             (39,102)

      Adjustments to reconcile net loss to net cash
        provided from (used in) operating activities:
           Payment in kind interest ............................................      15,078               12,910
           Amortization of debt issuance costs .................................       1,048                1,049
           Depreciation and amortization .......................................      13,037               25,092
           Impairment of long-lived assests ....................................      27,361                 --
           Gain on sale of fixed assets ........................................        (247)                (732)
           Deferred income taxes ...............................................        (222)                 547
      Changes in assets and liabilities:
           Receivables, net ....................................................      38,032                2,693
           Inventories .........................................................       6,285               (4,855)
           Other current assets ................................................       3,820               (5,580)
           Accounts payable ....................................................     (21,170)               1,879
           Accrued expenses ....................................................     (11,506)                 301
           Other ...............................................................      (2,622)               1,958
                                                                                   ---------            ---------
Net cash provided from (used in) operations ....................................       6,572               (3,840)
                                                                                   ---------            ---------

Cash flows from investing activities:
           Property, plant, and equipment additions ............................      (3,660)              (7,582)
           Proceeds from the sale of property, plant, and equipment ............         343                1,720
           Other ...............................................................       5,192                 (465)
                                                                                   ---------            ---------
Net cash provided from (used in) investing activities ..........................       1,875               (6,327)
                                                                                   ---------            ---------

Cash flows from financing activities:
           Decrease in other debt ..............................................      (2,263)                (998)
           Net increase in notes payable, banks ................................       6,784               11,363
           Net increase (decrease) in cash overdraft ...........................      (6,857)               4,657
           Other ...............................................................        (627)                 (48)
           Preferred stock dividends ...........................................      (1,115)              (1,122)
                                                                                   ---------            ---------
Net cash provided from (used in) financing activities ..........................      (4,078)              13,852
                                                                                   ---------            ---------

Effect of translation adjustments on cash ......................................       2,831               (1,769)

           Increase in cash and cash equivalents ...............................       7,200                1,916
           Cash and cash equivalents:
           Beginning of period .................................................      14,132                8,946
                                                                                   ---------            ---------
           End of period .......................................................   $  21,332            $  10,862
                                                                                   =========            =========
</TABLE>

The accompanying notes are an integral part of the financial statements.



Notes to the Consolidated Condensed Financial Statements

1. Basis of Presentation

All dollar amounts presented are in thousands, except for per share data.

The consolidated condensed financial statements are unaudited for the periods
indicated herein, except for the November 30, 2001 balance sheet. In accordance
with the rules and regulations of the Securities and Exchange Commission,
certain information and footnote disclosures have been condensed or omitted;
therefore, such financial statements should be read in conjunction with the
consolidated financial statements in the Company's Annual Report on Form 10-K
for the year ended November 30, 2001. The consolidated financial statements
include the accounts of Tokheim Corporation and its wholly and majority-owned
subsidiaries ("Tokheim" or the "Company"). The consolidated condensed financial
statements in this Report reflect all adjustments and accruals that, in the
opinion of management, are necessary for a fair presentation of the results for
the interim periods presented; all such adjustments were of a normal recurring
nature except for the charges related to impairments of reorganization value in
excess of amount allocable to identifiable assets and certain long-lived assets
as explained in Notes 4 and 9, respectively. The results of operations for the
three and nine month periods ended August 31, 2002 are not necessarily
indicative of the results of operations for the year ending November 30, 2002.

Tokheim filed a Joint Prepackaged Plan of Reorganization (the "Plan") for the
Company and its U.S. subsidiaries pursuant to Chapter 11 of the U.S. Bankruptcy
Code with the U.S. Bankruptcy Court for the District of Delaware on August 28,
2000. The Bankruptcy Court confirmed the Company's Plan on October 4, 2000, and
the Plan became effective as of October 20, 2000 (the "Effective Date").

All financial statements prepared subsequent to the Effective Date reflect
accounting principles and practices set forth in American Institute of Certified
Public Accountants Statement of Position ("SOP") 90-7, Financial Reporting by
Entities in Reorganization under the Bankruptcy Code, which provides guidance
for financial reporting by entities that have filed voluntary petitions for
relief under, and have reorganized in accordance with, the Bankruptcy Code. As
such, the Company adopted "fresh start accounting" as of October 31, 2000. The
Company's emergence from Chapter 11 proceedings resulted in a new reporting
entity.

2. Capital Funding and Liquidity

The Company exited from bankruptcy in October 2000. The debt and equity
structure of the Company was based upon a strategic plan. A major assumption of
this strategic plan was that the depressed United States market in which the
Company had been operating in recent years would return to prior growth levels.
This assumption in the plan has not been realized. In fact, the United States
has continued to experience declines in the overall market.

The Company's results of operations have demonstrated that a restructuring of
its capital structure is necessary, including, without limitation, through one
or more asset dispositions, refinancings, and equity investments. Toward this
end, the Company initiated discussions with its lenders regarding potential
restructuring options. Though these discussions have not yet resulted in an
arrangement, the Company and its lenders have entered into an amendment and
waiver to the Company's credit facility (more fully discussed in Note 3 "Notes
Payable, Bank Credit Agreement" to the consolidated condensed financial
statements) in which a timetable has been established to retain an investment
banking firm to develop a plan to explore all strategic options available to the
Company, including, without limitation, asset dispositions, refinancings, and
equity investments. The Company does not believe that this process will
significantly impact its day-to-day operations. While the Company believes that
a transaction may be possible, there can be no assurance that a transaction will
be achieved.

As more fully discussed in Note 3 to the consolidated condensed financial
statements, "Notes Payable, Bank Credit Agreement," the Company entered into an
amendment and waiver with its lenders that permanently waived certain financial
covenants for the computation period ended February 28, 2002 through the
computation period ending August 31, 2002.

The Company's financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. Net sales have declined for
three consecutive years and the Company incurred net losses, before effect of
accounting change and impairment of long-lived assets, for the year ended
November 30, 2001 and for the nine months ended August 31, 2002 of $56,754 and
$34,961, respectively. In addition, the Company had negative working capital as
of August 31, 2002 and November 30, 2001 of $235,164 and $215,139, respectively,
as a result of the classification of the outstanding bank debt as a current
liability. Further, the Company expects to incur additional net losses in the
last quarter of fiscal 2002. Without restructuring of the credit facility or
other changes in the Company's operations, estimated cash availability will not
be sufficient to fund the scheduled principal and interest payment on the
Special Loan under the post-confirmation credit agreement (the "New Credit
Agreement"), and certain credit related fees due November 30, 2002. Also, as a
result of the Company's recent history of declining sales and operating losses
and forecasted future losses, the Company may not be able to attract equity
capital to strengthen its financial condition. Given these conditions, there can
also be no assurances that the Company will meet its financial loan covenants in
the future or that the bank group will not exercise its rights within the loan
agreement to accelerate maturities on substantially all of the Company's debt.
These matters raise substantial doubt about the Company's ability to continue as
a going concern.


3. Notes Payable, Bank Credit Agreement

In connection with the Chapter 11 proceedings discussed above, the Company
entered into a New Credit Agreement as of the Effective Date, which replaced all
then-existing credit agreements. The New Credit Agreement is comprised of a
four-year, eleven month revolving credit facility and three four-year, eleven
month term facilities: the Tranche A Term Loan, the Tranche B Term Loan and the
Special Loan.

At August 31, 2002, the aggregate amount outstanding under the revolving
facility was $33,000. The Company also had outstanding letters of credit at
August 31, 2002 of $2,369. Any balances on the revolving facility are repayable
in full on September 20, 2005. The Sixth Amendment and Waiver dated as of June
7, 2002 (the "Sixth Amendment") terminated the ability of the Company to borrow
under the revolving credit facility and to request the issuance of letters of
credit (other than renewals or replacements of existing letters of credit).

As of November 30, 2001, February 28, 2002 and at May 31, 2002, the Company was
in violation of certain covenants under the New Credit Agreement, as amended.
Effective February 28, 2002, the Company entered into a Fifth Amendment Waiver
and Consent. The bank group waived the November 30, 2001 violations and waived
through April 15, 2002 the minimum EBITDA requirements for the quarter ended
February 28, 2002. In addition, a change in the distribution of mandatory
prepayments among the Revolving Loans, the Tranche A and Tranche B Term Loans
was included.

The April 15, 2002 deadline was subsequently extended to June 15, 2002, as part
of a new waiver entered into with the bank group. As part of this new waiver,
the Company was required to execute with the bank group by June 7, 2002, a
binding term sheet setting forth the material terms of a plan of
recapitalization and restructuring of the Company's balance sheet.

The binding term sheet was not agreed to by June 7, 2002, and, therefore, a
Sixth Amendment and Waiver was entered into as of June 7, 2002. The Sixth
Amendment did the following: 1) permanently waived compliance with certain
financial covenants for the computation period ended February 28, 2002 through
the computation period ending August 31, 2002; 2) terminated the ability of the
Company to borrow under the revolving credit facility and to request the
issuance of letters of credit (other than renewals or replacements of existing
letters of credit); and 3) added a timetable which required the Company to
retain an investment banking firm to develop a plan to explore all strategic
options available to the Company, including, without limitation, asset
dispositions, refinancings and equity investments and complete the solicitation
of final binding proposals from all interested parties by no later than
September 30, 2002. The Company received a number of proposals on September 30,
2002, and the Company's Board of Directors and its advisors are considering such
proposals. While the Company believes that a transaction may be possible, there
can be no assurance that a transaction will be achieved.

The Tranche A Term Loan and the Tranche B Term Loan bear interest based upon (at
the Company's option) (i) the Base Rate (defined as the higher of (a) the prime
rate and (b) the federal funds rate plus 0.5%) plus 3.5% in the case of US
dollar denominated loans or (ii) the Eurodollar Rate (Reserve Adjusted) as
defined in the New Credit Agreement plus 5% in the case of Euro dollar
denominated loans.

The Revolving Loans bear interest based upon (at the Company's option) (i) the
Base Rate (as defined above) plus 2.5% in the case of US dollar denominated
loans or the Eurodollar Rate (Reserve Adjusted) (as defined in the New Credit
Agreement) plus 5% in the case of Eurodollar denominated loans.

The Special Loan is in the amount of $100,000 and bears interest at the rate of
16%, compounded quarterly, which is capitalized as part of the principal balance
in lieu of being paid in cash. The loan is repayable in four annual installments
of $25,000 plus capitalized interest thereon, commencing November 30, 2002.

Any time an event of default (as defined in the New Credit Agreement) exists,
the interest rates on the loans may be increased by 3% upon notice from the
requisite lenders.

As consideration for establishing the New Credit Agreement, the Company paid
certain fees and expenses to the bank group and issued them Series A Warrants to
purchase 678,334 shares of New Common Stock of the Company at an exercise price
of $0.01 per share. The Company also issued to the bank group New Preferred
Stock with an aggregate liquidation preference of $100 and quarterly dividends
at an annual rate of 16%. The holders of the New Preferred Stock are entitled to
appoint two directors to the board of directors of the Company. In the event of
a default under the New Credit Agreement, the holders of the New Preferred
Stock, voting as a separate class, would be entitled to elect a majority of the
directors to the board of directors of the Company.

Indebtedness of the Company under the New Credit Agreement is secured by (i) a
first perfected security interest in and lien on substantially all of the real
and personal property assets of the Company's direct and indirect material
majority-owned U.S. subsidiaries, (ii) a pledge of 100% of the stock of the
Company's direct and indirect material majority-owned U.S. subsidiaries, and
(iii) a pledge of 65% of the capital stock of the Company's first-tier material
foreign subsidiaries, and the indebtedness is guaranteed by all of the Company's
direct and indirect material majority-owned U.S. subsidiaries.

The Company may voluntarily prepay the loans, in whole or in part, without
penalty (with certain exceptions).The Company is also required to apply against
the loans (i) all net cash proceeds from sales of assets, (ii) all insurance
proceeds (with certain exceptions), (iii) all net proceeds from the sale or
issuance of debt or equity (with certain exceptions), (iv) a percentage of
excess cash flow (as defined in the New Credit Agreement) for each fiscal year
commencing with the year ending November 30, 2002 and (v) all net proceeds
received by the Company relating to the Schlumberger litigation.

The New Credit Agreement, as amended, requires the Company to meet certain
consolidated financial tests, including minimum levels of EBITDA and fixed
charge coverage ratio (both as defined in the New Credit Agreement) and maximum
levels of capital expenditure. The New Credit Agreement also contains covenants
which, among other things, limit the incurrence of additional indebtedness,
payment of dividends, transactions with affiliates, asset sales, acquisitions,
investments, mergers and consolidations, prepayments and amendments of other
indebtedness, liens and encumbrances and other matters customarily restricted in
such agreements. As previously described, certain of these covenants have been
permanently waived for the period ended February 28, 2002 through the period
ended August 31, 2002.

All outstanding debt under the New Credit Agreement was classified as a current
liability at August 31, 2002 and November 30, 2001.

4. New Accounting Pronouncements

The Financial Accounting Standards Board issued the following recent statements:
Statement of Financial Accounting Standards Board ("SFAS"), No. 141 "Business
Combinations," SFAS No. 142, "Goodwill and Other Intangible Assets," SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets," SFAS No.
145 "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections," and SFAS No. 146 "Accounting for
Exit or Disposal Activities."

SFAS No. 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001 and includes guidance on the
initial recognition and measurement of goodwill and other intangible assets
acquired in a business combination that is completed after June 30, 2001. The
Company adopted this statement during the year ended November 30, 2001, with no
impact on the Company's consolidated financial statements.

SFAS No. 142 no longer permits the amortization of goodwill and indefinite-lived
intangible assets. Instead, these assets must be reviewed annually (or more
frequently under certain conditions) for impairment in accordance with this
statement. The impairment test uses a fair value approach rather than the
undiscounted cash flows approach previously used. Intangible assets that do not
have indefinite lives will continue to be amortized over their useful lives and
reviewed for impairment in accordance with SFAS No. 121. The Company adopted
this standard as of December 1, 2001. Pro forma impact on the first, second and
third quarters of 2001 resulted in an increase in net income of approximately
$4,069 or ($0.90 per common share) for each quarter.

Set forth below is the pro forma SFAS No. 142 effect on results of operations
for the three and nine month periods ended August 31, 2002 and 2001:

<TABLE>
<CAPTION>

                                                                                                     Unaudited
                                                                                -------------------------------------------------
                                                                                   Three months ended        Nine months ended
                                                                                       August 31,               August 31,
                                                                                 2002            2001       2002          2001
                                                                                -------------------------------------------------

<S>                                                                               <C>         <C>         <C>         <C>
Reported net loss before effect of accounting change                              $(38,299)   $(14,701)   $(62,322)   $(39,102)

Add back:
Amortization of reorganization value in excess of amounts allocable
 to identifiable assets                                                               --         4,069        --        12,207
                                                                                  --------    --------    --------    --------
Adjusted net loss before effect of accounting change                               (38,299)    (10,632)    (62,322)    (26,895)

Preferred stock dividends                                                             (358)       (372)     (1,115)     (1,122)
Preferred stock accretion                                                             (663)       --          (663)       --
                                                                                  --------    --------    --------    --------
Loss applicable to common stock before effect of accounting change                $(39,320)   $(11,004)   $(64,100)   $(28,017)
                                                                                  ========    ========    ========    ========


Loss per common share before effect of accounting change:
        Basic
              Net loss before effect of accounting change                         $  (8.79)   $  (3.35)   $ (14.33)   $  (8.94)
              Amortization of reorganization value in excess of amounts
                allocable to identifiable assets                                      --          0.90        --          2.71
                                                                                  --------    --------    --------    --------
              Adjusted loss per common share before effect of accounting change   $  (8.79)   $  (2.45)   $ (14.33)   $  (6.23)
                                                                                  ========    ========    ========    ========

              Weighted average shares outstanding*                                   4,474       4,500       4,474       4,500
                                                                                  ========    ========    ========    ========

        Diluted
              Net loss before effect of accounting change                         $  (8.79)   $  (3.35)   $ (14.33)   $  (8.94)
              Amortization of reorganization value in excess of amounts
                 allocable to identifiable assets                                     --          0.90        --          2.71
                                                                                  --------    --------    --------    --------
              Adjusted loss per common share before effect of accounting change   $  (8.79)   $  (2.45)   $ (14.33)   $  (6.23)
                                                                                  ========    ========    ========    ========

              Weighted average shares outstanding*                                   4,474       4,500       4,474       4,500
                                                                                  ========    ========    ========    ========
</TABLE>

*Total shares to be issued pursuant to Plan of Reorganization.




The Company has tested reorganization value in excess of amounts allocable to
identifiable assets using the two-step process prescribed in SFAS No. 142. The
first step was to identify potential impairment, while the second step measures
the amount of the impairment. The Company completed the first of the required
impairment tests for indefinite lived intangible assets as of December 1, 2001.
The Company has two reportable operating segments, North America and
Europe/Africa. The Company completed the final impairment test during the third
fiscal quarter of 2002 and concluded that there was an impairment of its
reorganization value in excess of amounts allocable to identifiable assets. The
Company has determined that all of the reorganization value in excess of amounts
allocable to identifiable assets is impaired. The amount totals approximately
$145 million. The amounts are attributable to the Company's two reportable
segments with approximately $85 million in the North American segment and
approximately $60 million in the Europe/Africa segment. The impairment that is
required to be recognized through the adoption of SFAS No. 142 is being
reflected as the cumulative effect of a change in accounting principle effective
December 1, 2001 and the first and second quarter results have been restated, as
required by SFAS No. 142.

SFAS No. 144, which supersedes SFAS No. 121, retains many of the provisions of
SFAS No. 121, while significantly changing the criteria that must be met to
classify an asset as held for disposal. Long-lived assets to be disposed of
other than by sales are considered held and used until the disposal occurs. In
addition, SFAS No. 144 retains the basic provisions of Accounting Principles
Board Opinion ("APBO") No. 30 for presentation of discontinued operations in the
statement of operations but broadens that presentation to reflect a component of
an entity. Also, future operating losses are no longer recognized before they
occur. Companies are required to adopt SFAS No. 144 in their fiscal year
beginning after December 15, 2001, fiscal 2003 for Tokheim. Management has not
yet quantified the effect, if any, of the new standard on the Company's
financial statements.

For most companies, SFAS No. 145 will require gains and losses on extinguishment
of debt to be classified as income or loss from continuing operations rather
than as extraordinary items as previously required under SFAS No. 4.
Extraordinary treatment will be required for certain extinguishments as provided
in APBO No. 30. The provisions of SFAS 145 related to the SFAS No. 4 revision
are effective for financial statements issued for fiscal years beginning after
May 15, 2002; however, early adoption is encouraged. Once adopted, any gain or
loss on extinguishment of debt that was classified as an extraordinary item in
prior periods presented that does not meet the criteria in APBO No. 30 for
classification as an extraordinary item should be reclassified. Management has
not yet determined the effect, if any, of this statement on the Company's
financial statements.

SFAS No. 146 addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." The principal
difference between SFAS No. 146 and Issue No. 94-3 relates to SFAS No. 146's
requirements for recognition of liabilities for costs associated with an exit or
disposal activity. SFAS No. 146 is effective for all disposal activities
initiated after December 31, 2002.

5. Segment Reporting

For the three and nine month periods ended August 31, 2002 and 2001, the Company
had only one reportable industry segment-the design, manufacture and servicing
of petroleum dispensing systems. The Company has two reportable operating
segments: North America and Europe/Africa. The accounting policies of these
segments are as described in the summary of significant accounting policies in
the Company's Form 10-K for the year ended November 30, 2001. The Company
evaluates the performance of each operating segment based upon income from
operations before merger and acquisition costs and other unusual items. The
Company's selling, general, and administrative expenses are charged to each
segment based upon the operating segment where the costs are incurred. Segment
results for the three and nine month periods ended August 31, 2002 and 2001 are
summarized in the tables below.


<TABLE>
<CAPTION>
"Segment Reporting table"

SEGMENT REPORTING


Three months ended                             North
August 31, 2002                               America (1)         Europe/Africa       Eliminations        Consolidated
                                              ------------------------------------------------------------------------
<S>                                           <C>                 <C>                 <C>                 <C>
Customer sales                                $  32,686           $  80,233           $    --             $ 112,921
Intercompany sales                                  132                  79                (211)               --
Depreciation and amortization                     1,919               2,022                 279               4,220
Operating profit (loss), before
  merger and aquistion costs
  and other unusual items                       (30,898)              5,773                (496)            (25,621)
Total assets                                  $ 401,223           $ 183,017           $(334,759)          $ 249,480



Three months ended                             North
August 31, 2001                               America (1)         Europe/Africa       Eliminations        Consolidated
                                              ------------------------------------------------------------------------
Customer sales                                $  34,644           $  78,262           $    --             $ 112,906
Intercompany sales                                  805                (184)               (621)               --
Depreciation and amortization                     3,625               3,557                 956               8,138
Operating profit (loss), before
  merger and aquistion costs
  and other unusual items                        (8,494)              4,967                (740)             (4,267)
Total assets                                  $ 529,074           $ 253,194           $(322,680)          $ 459,588



Nine months ended                              North
August 31, 2002                               America (1)         Europe/Africa       Eliminations        Consolidated
                                              ------------------------------------------------------------------------
Customer sales                                $ 102,056           $ 243,243           $    --             $ 345,301
Intercompany sales                                1,261                 917              (2,178)               --
Depreciation and amortization                     6,239               5,960                 838              13,037
Operating profit (loss), before
  merger and aquistion costs
  and other unusual items
                                                (45,284)             19,528              (1,077)            (26,833)
Total assets                                  $ 401,223           $ 183,017           $(334,759)          $ 249,480



Nine months ended                              North
August 31, 2001                               America (1)         Europe/Africa       Eliminations        Consolidated
                                              ------------------------------------------------------------------------
Customer sales                                $ 124,009           $ 231,923           $    --             $ 355,932
Intercompany sales                                1,986                 435              (2,421)               --
Depreciation and amortization                    10,948              11,275               2,869              25,092
Operating profit (loss), before
  merger and aquistion costs
  and other unusual items
                                                (17,201)             11,877              (2,748)             (8,072)
Total assets                                  $ 529,074           $ 253,194           $(322,680)          $ 459,588
</TABLE>

(1) Includes corporate headquarters

Reconciliation from segment information to consolidated statement of earnings:

<TABLE>
<CAPTION>
                                                       Three months ended                  Nine months ended
                                                            August 31,                         August 31,
                                                      --------------------------      -------------------------
                                                       2002             2001            2002            2001
                                                      ---------       ----------      ---------       ---------
<S>                                                   <C>             <C>             <C>             <C>
Segment operating loss                                $(25,621)       $ (4,267)       $(26,833)       $ (8,072)
Merger and acquisition costs and other unusual items    (1,254)         (1,554)         (5,643)         (4,504)
                                                      --------        --------        --------        --------
Consolidated operating loss                           $(26,875)       $ (5,821)       $(32,476)       $(12,576)
</TABLE>


6. Comprehensive Loss

<TABLE>
<CAPTION>
                                                             Three months Ended                Nine months ended
                                                                 August 31,                       August 31,
                                                          2002              2001            2002              2001
                                                     -----------------------------        --------------------------

<S>                                                    <C>              <C>              <C>              <C>
Net loss                                               $ (38,299)       $ (14,701)       $(207,447)       $ (39,102)
Other comprehensive income (loss):
        Foreign currency translation adjustments           4,169            4,547            7,959            2,911
        Minimum pension liability adjustment              (1,936)            --             (1,936)            --
                                                       ---------        ---------        ---------        ---------
Comprehensive loss                                     $ (36,066)       $ (10,154)       $(201,424)       $ (36,191)
                                                       =========        =========        =========        =========
</TABLE>


During the third quarter of 2002, the Company made an adjustment to change the
discount rate from 7.25% to 6.75% for its defined benefit plan which resulted in
an increase in the benefit liabilities and an increase to the accumulated
comprehensive loss of $1,936.

7. Earnings per Share

The Company presents two earnings per share ("EPS") amounts, basic and diluted.
Basic EPS is calculated based on earnings available to common shareholders and
the weighted-average number of common shares outstanding during the reported
period. Diluted EPS includes additional dilution from common stock equivalents,
such as stock issuable pursuant to conversion of preferred stock or the exercise
of stock options and warrants outstanding. The incremental shares from the
conversion of preferred stock and exercise of stock options and warrants were
not included in computing diluted EPS for the three and nine-month periods ended
August 31, 2002 and 2001, since the effect of such inclusion would be
antidilutive during periods when a loss from continuing operations is reported.

For the three and nine month periods ended August 31, 2002, the weighted-average
number of potentially issuable common shares included 658,954 and 671,293
shares, respectively, related to warrants issued to the Company's bank group.
For the three and nine month periods ended August 31, 2001, the weighted-average
number of potentially issuable common shares included 677,329 and 676,796
shares, respectively, related to warrants issued to the Company's bank group.

Pursuant to the Plan, the holders of the Company's old senior and junior
subordinated notes were required to exchange the notes for New Common Stock
within a one-year period, commencing at the Effective Date. Due to the failure
of some of these holders to exchange their notes within the one-year period, the
Company reduced the total number of shares outstanding by approximately 26,000
beginning November 30, 2001.

Preferred shares allocated from November 30, 2001 through August 31, 2002 to
participants in the Company's Retirement Savings Plan are valued at "adequate
consideration" of $15 per share as determined by the trustee of the Plan on the
basis of an independent appraisal pursuant to Section 3 (18) of ERISA and
regulations thereunder. The $663 recorded in the third quarter 2002 represents
accretion through August 31, 2002, of the excess redemption value ($25 per
share) over carrying value of these preferred shares calculated based upon the
estimated period until redemption.

8. Merger and Acquisition Costs and Other Unusual Items

The components of merger and acquisition costs and other unusual items for the
three and nine month periods ended August 31, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>

                                                         Three months ended                Nine months ended
                                                             August 31,                        August 31,
                                                   --------------------------------   ---------------------------
                                                       2002              2001            2002              2001
                                                   ----------------- --------------   ---------------  ----------
<S>                                                   <C>              <C>              <C>              <C>
Employee compensation and expenses related to
  on-going cost reduction efforts .................   $  870           $1,016           $3,822           $3,219
Lease cancellation and other facility expenses ....      343               50            1,573              145
Legal and professional fees .......................        8               14               49               40
Reorganization ....................................       33              474              199              903
Other .............................................     --               --               --                197
                                                      ------           ------           ------           ------
Total .............................................   $1,254           $1,554           $5,643           $4,504
                                                      ======           ======           ======           ======
</TABLE>


During the second quarter of 2002, it was determined that closure of the
Company's software development facility in Chesapeake, Virginia would be
necessary. As a result, approximately $460 for employee severance cost due to
elimination of positions was accrued for in May 2002. Of the $460, $108 was
paid during the third quarter 2002, leaving a remaining accrual of $352 as of
August 31, 2002. The Company also accrued approximately $935 in the second
quarter of 2002 for the remaining lease payments for the building for the
period beginning at the time the building was vacated in August 2002 through
the expiration of the lease in April 2005, therefore there were no charges or
adjustments during the third quarter of 2002. During the third quarter of
2002, an additional charge of $303 for impaired assets were written off
related to the Chesapeake facility that were discovered in the process of
vacating the facility.

The $870 for the third quarter of 2002 and $3,822 for the nine months ended
August 31, 2002 are for severance costs related to personnel reductions at the
Company's North America and European facilities.


9. Impairment of Long-Lived Assets

Based on the Company's review to date of strategic options, the preliminary
results of the proposals, and the continued depressed market conditions in the
United States, the carrying value of certain assets in the North American
operations exceed fair value as determined by the Company by reference to the
proposals and an impairment charge of $27,361 was recorded in the third quarter
of 2002. The $27,361 consisted of $17,981, $7,231 and $2,149 of property plant
and equipment, capitalized computer software, and other intangible assets,
respectively.


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

General

Tokheim Corporation, including its subsidiaries ("Tokheim" or the "Company"), is
one of the world's largest manufacturers and servicers of electronic and
mechanical petroleum dispensing systems. These systems include petroleum
dispensers and pumps, retail automation systems (including point-of-sale ("POS")
systems), dispenser payment or "pay-at-the-pump" terminals, replacement parts
and upgrade kits. The Company provides products and services to customers in
more than 80 countries. The Company is the largest supplier and servicer of
petroleum dispensing systems in Europe, Africa, Canada, the Middle East, Eastern
Europe and Mexico, and one of the largest in the United States. The Company also
has established operations in Asia and Latin America. In addition to its
products and services, the Company constructs, on a contractual basis, petrol
stations.

Results of Operations

Consolidated net sales for the three month period ended August 31, 2002 were
$112,921 compared to $112,906 for the comparable 2001 three month period.
Customer sales for North America for the period decreased by 5.7% to $32,686 in
2002 from $34,644 in 2001. This decrease is attributable to the overall decline
in the North American market. While the Company believes that its market share
in this region is remaining constant, the overall market decline is adversely
affecting sales. European and African customer sales for the three month period
increased by 2.5%, to $80,233 in 2002 from $78,262 in the comparable 2001
period.

Consolidated net sales for the nine month period ended August 31, 2002 were
$345,301 compared to $355,932 for the comparable 2001 period. Sales for North
America decreased by 17.7% for the period to $102,056 in 2002 from $124,009 in
2001. This decrease is primarily attributable to the overall decline in the
North American market. European and African sales increased by 4.9% to $243,243
in 2002 from $231,923 in 2001. This increase is primarily attributable to the
continued effort to upgrade products to enable customers to operate using the
Euro, as well as $6,065 due to the strengthening of foreign currency rates
relative to the U.S. dollar.

For the nine month period ended August 31, 2002 gross margin as a percent of
sales (defined as net sales less cost of sales, divided by net sales) decreased
slightly to 21.1% from 21.4% in the same period in 2001. As North American sales
continued to decline, the Company was unable to reduce fixed manufacturing costs
at a comparable rate in the first six months of the year. Management is
continually trying to implement a strategy to reduce these costs. For further
discussion, refer to the section "Liquidity and Capital Resources" below. Gross
margin increased to 21.1% in the three month period ended August 31, 2002 from
20.4% in the same period in 2001 due to management's cost reduction initiatives
while sales were relatively stable.

Selling, general, and administrative ("SG&A") expenses expressed as a
percentage of sales for the three and nine month periods ended August 31, 2002
were 15.8% and 17.1%, respectively, compared to 17.0% and 16.6% in the same
periods of 2001. SG&A expenses have decreased from $19,142 in the three month
period ended August 31, 2001 to $17,850 in the same period in 2002. The
decrease, both in amount and percentage, is attributable to a net gain from
employee benefit program settlements of $1,929 partially offset by
approximately $493 of legal and professional service costs associated with the
ongoing effort to plan, modify, and adjust the Company's financial structure.
SG&A expenses increased slightly in the nine month period ended August 31,
2002 to $59,147 from $59,103 in the nine month period ended August 31, 2001.
This increase, both in amount and percentage, is attributable to the $1,601 of
legal and professional service costs associated with the ongoing effort to
plan, modify, and adjust the Company's financial structure.

Depreciation and amortization expense for the three and nine month periods ended
August 31, 2002 was $4,220 and $13,037, respectively, compared to $8,138 and
$25,092 in the comparable 2001 periods. This decrease was primarily attributable
to the cessation of amortization of reorganization value in excess of amount
allocable to identifiable assets pursuant to the Company's adoption of SFAS No.
142. See Note 4 to the consolidated condensed financial statements, "New
Accounting Pronouncements," included in this form 10Q for more information.

Based on the Company's review to date of strategic options, the preliminary
results of the proposals, and the continued depressed market conditions in the
United States, the carrying value of certain assets in the North American
operations exceed fair value as determined by the Company by reference to the
proposals and an impairment charge of $27,361 was recorded in the third quarter
of 2002. The $27,361 consisted of $17,981, $7,231 and $2,149 of property plant
and equipment, capitalized computer software, and other intangible assets,
respectively. The Company continues to evaluate the recoverability of its
long-lived assets as it reviews its strategic options in the fourth quarter of
2002. There could be further impairment charges for long-lived assets in future
periods depending on the outcome of the Company's continued evaluation.

Merger and acquisition costs and other unusual items were $1,254 and $5,643 for
the three and nine month periods ended August 31, 2002, respectively, compared
to $1,554 and $4,504 for the same periods in 2001. The amounts for the three
month period ended August 31, 2002 include costs related to the closure of the
Company's Chesapeake facility as well as ongoing personnel reductions in both
North America and Africa. The increase in the comparable nine month periods is
due to increased severance and lease cancellation costs due to facility closures
in the 2002 period related to ongoing cost reduction efforts.

Net interest expense for the three month period ended August 31, 2002 was
$10,365 compared to $8,919 for the three month period ended August 31, 2001. Net
interest expense for the nine month period ended August 31, 2002 was $27,975
compared to $26,975 in the nine month period ended August 31, 2001. The increase
in both the three and nine month periods is primarily attributable to changes in
cash flow of discounted liabilities and an increase in amounts outstanding under
the New Credit Agreement partially offset by significant decreases in market
interest rates.

Foreign currency loss for the three and nine month periods ended August 31, 2002
was $475 and $394, respectively, compared with a foreign currency gain of $487
and a foreign currency loss of $20 in the same periods of 2001. These changes
are attributable to fluctuations in the value of various foreign currencies,
predominantly the Euro and the British pound, against the U.S. dollar.

Other income and expense, net for the three and nine month periods ended August
31, 2002 was income of $3 and expense of $210, compared to expense of $327 and
income of $1,666 in the same periods of 2001. This decrease was due to proceeds
received from life insurance policies and the reduction in estimates of certain
liabilities, such as foreign Value Added Tax, in the 2001 period that did not
recur in the 2002 period.

Income tax expense for the three and nine month periods ended August 31, 2002
was $595 and $1,294, respectively compared to $147 and $1,041 in the three and
nine month periods ended August 31, 2001. This increase is primarily due to
increased income tax expense in certain of the Company's European subsidiaries.

As a result of the above mentioned items, loss applicable to common stock was
$39,320 or $8.79 per diluted common share for the three months ended August 31,
2002, compared to a loss applicable to common stock of $15,073 or $3.35 per
diluted common share for the same period in 2001. Loss before effect of
accounting change applicable to common stock was $64,100 or $14.32 per diluted
common share for the nine months ended August 31, 2002, compared to a loss
applicable to common stock of $40,224 or $8.94 per diluted common share for the
same period in 2001.

Liquidity and Capital Resources

The Company exited from bankruptcy in October 2000. The debt and equity
structure of the Company was based upon a strategic plan. A major assumption of
this strategic plan was that the depressed United States market in which the
Company had been operating in recent years would return to prior growth levels.
This assumption in the plan has not been realized. In fact, the United States
has continued to experience declines in the overall market.

The Company's results of operations have demonstrated that a restructuring of
its capital structure is necessary, including, without limitation, through one
or more asset dispositions, refinancings, and equity investments. Toward this
end, the Company initiated discussions with its lenders regarding potential
restructuring options. Though these discussions have not yet resulted in an
arrangement, the Company and its lenders have entered into an amendment and
waiver to the Company's credit facility (more fully discussed in Note 3 "Notes
Payable, Bank Credit Agreement" to the consolidated condensed financial
statements included elsewhere in this form 10Q) in which a timetable has been
established to retain an investment banking firm to develop a plan to explore
all strategic options available to the Company, including, without limitation,
asset dispositions, refinancings, and equity investments. The Company does not
believe that this process will significantly impact its day-to-day operations.
While the Company believes that a transaction may be possible, there can be no
assurance that a transaction will be achieved.

As more fully discussed in Note 3 to the consolidated condensed financial
statements, "Notes Payable, Bank Credit Agreement," included elsewhere in this
Form 10-Q the Company entered into an amendment and waiver with its lenders that
permanently waived certain financial covenants for the computation period ended
February 28, 2002 through the computation period ending August 31, 2002.

The Company's financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. Net sales have declined for
three consecutive years and the Company incurred net losses, before effect of
accounting change and impairment of long-lived assets, for the year ended
November 30, 2001 and for the nine months ended August 31, 2002 of $56,754 and
$34,961, respectively. In addition, the Company had negative working capital as
of August 31, 2002 and November 30, 2001 of $235,164 and $215,139, respectively,
as a result of the classification of the outstanding bank debt as a current
liability. Further, the Company expects to incur additional net losses in the
last quarter of fiscal 2002. Without restructuring of the credit facility or
other changes in the Company's operations, estimated cash availability will not
be sufficient to fund the scheduled principal and interest payment on the
Special Loan under the New Credit Agreement and certain credit related fees due
November 30, 2002. Also, as a result of the Company's recent history of
declining sales and operating losses and forecasted future losses, the Company
may not be able to attract equity capital to strengthen its financial condition.
Given these conditions, there can also be no assurances that the Company will
meet its financial loan covenants in the future or that the bank group will not
exercise its rights within the loan agreement to accelerate maturities on
substantially all of the Company's debt. These matters raise substantial doubt
about the Company's ability to continue as a going concern.

Since joining the Company in September 2001, the new Chief Executive Officer,
along with the rest of the Company's management team, has developed a broad
strategic and operational plan that is expected to improve operating results for
fiscal 2002 and beyond. The plan refocuses Tokheim's sales efforts on growth
through different channels and geographic segments, use of recent technology
developments for creation of successful products, global integration of
engineering and software development activities to reduce redundancy and
reduction of excess physical capacity. The plan includes the following major
initiatives:

o    Aggressively seek to penetrate new high growth geographical markets,
     specifically Asia and Latin America;

o    Increase market share from major oil companies by attracting business
     through new customers (such as the acceptance by Shell Oil Company of the
     Company's tender offer in January 2002);

o    Increase market share of sales to hypermarkets; and

o    Reduce costs through standardization of product offerings worldwide and
     globalization of purchasing.

To achieve these goals, the plan encompasses a shift from a geographical focus
to a product line focus. The new focus divides the Company's worldwide product
portfolio into three distinct business units: the Sales and Service Unit, the
Forecourt Products Business Unit and the Systems Business Unit. Each business
unit will focus on a specific product line on a global scale allowing use of
technologies and components across marketplaces and elimination of redundant
designs. The Sales and Service Unit will allow the Company to allocate the
necessary resources to improving customer service and selling processes, which
is expected to increase market share. The Forecourt Products Business unit will
focus on reducing costs through the creation of global components and continuous
improvement in the production area. The Systems Business Unit will focus on
maximizing research and development efforts for dispensers and software by
eliminating duplication of work. The Company believes that these operating
improvements will facilitate the Company's ability to achieve a significant
portion of planned cost savings, while ultimately increasing revenues.

The Company began to successfully implement this plan in the first nine months
of 2002, as evidenced by acceptance of Tokheim's tender offer by Shell Oil
Company, United States and the announcement of the closure of certain of the
Company's facilities. The Company believes that it is strategically positioned
through its international hypermarket experience to offer products for this
emerging market in the United States.

Cash provided from operations for the nine month period ended August 31, 2002
was $6,572 versus $3,840 used in operations in the same period of 2001. This
increase was caused by a large decrease in net receivables, partially offset by
a decrease in accounts payable and accrued liabilities.

Cash provided by investing activities for the nine month period ended August 31,
2002 was $1,875 compared to $6,327 used in investing activities in the same
period of 2001. This decline is principally attributable to decreased levels of
capital expenditures in the first half of 2002 and to proceeds from cash
surrender value of life insurance policies.

Cash used in financing activities for the nine month period ended August 31,
2002 was $4,078 compared to cash provided from financing activities of $13,852
in the same 2001 period. This decline in cash provided is primarily attributable
to a decrease in cash overdrafts in the first nine months of 2002.

The Reorganization

The Company's Chapter 11 reorganization became effective as of October 20, 2000.
Under the Plan, among other things:

- the holders of approximately $190,438 of senior subordinated notes and other
unsecured creditors were entitled to receive, assuming a full exchange,
4,410,000 shares of New Common Stock representing approximately 85% of the
equity value of the reorganized Company subject to dilution for warrants to
existing shareholders and management options;

- the holders of approximately $49,194 of junior subordinated notes were
entitled to receive, assuming a full exchange, 90,000 shares of New Common Stock
representing approximately 2% of the equity value of the reorganized Company, as
well as Series B Warrants to acquire 555,556 shares of New Common Stock at an
exercise price of $30.00 per share;

- the holders of the Company's 12,669,000 shares of previously outstanding
common stock (the "old Common Stock") were entitled to receive, assuming a full
exchange, "out of the money" Series C warrants with a six year term giving them
the right to acquire an aggregate of 549,451 shares of New Common Stock of the
reorganized Company at an exercise price of approximately $49.46 per share (each
Series C Warrant entitles the holder to purchase 0.04326865 of a share of New
Common Stock at a price of $2.14, thereby requiring a holder to exercise
approximately 23.11 Series C Warrants at an aggregate exercise prices of
approximately $49.46 to purchase one share to New Common Stock.)

- members of the bank group received Series A Warrants to acquire 678,334 of New
Common Stock at an exercise price of $0.01 per share; and

- members of the bank group received Series A Senior Preferred Stock with an
aggregate liquidation preference of $100 and dividends with an annual rate of
16%.

The Company also entered into a post-confirmation credit agreement (the "New
Credit Agreement") as of the Effective Date. A portion of the proceeds from
these facilities was used to repay all outstanding borrowings under the
Company's then-existing bank loans. The New Credit Agreement, with amounts
outstanding of $300,991 and $279,127 at August 31, 2002 and November 30, 2001,
respectively, consists of:

- Tranche A Term Loan in the amount of $32,873, adjusted from an original amount
of $36,540 at the Effective Date, due in September 2005;

- Tranche B Term Loan in the amount of $100,668, adjusted from an original
amount of $100,637 at the Effective Date, due in September 2005;

- Special Loan in the amounts of $134,450 and $119,372 at August 31, 2002 and
November 30, 2001, respectively, including payment-in-kind interest, payable in
four annual installments of $25,000 plus accrued interest thereon, commencing in
November 2002; and

- Revolving credit facility in an amended maximum amount of $35,502 from a
maximum amount of $47,765 at the Effective Date, due in September 2005, of which
$33,000 and $26,000 was outstanding at August 31, 2002 and November 30, 2001,
respectively. The Company also has outstanding letters of credit at August 31,
2002 and November 30, 2001 of $2,369 and $2,002, respectively.

Interest rates on the new credit facilities are as follows:

- the Tranche A and Tranche B Term Loans bear interest based upon (at the
Company's option) (i) the Base Rate (defined as the higher of (a) the prime rate
and (b) the federal funds rate plus 0.5%) plus 3.5% in the case of US dollar
denominated loans or (ii) the Eurodollar Rate (Reserve Adjusted) as defined in
the New Credit Agreement plus 5% in the case of Euro dollar denominated loans;

- the Special Loan bears interest at the rate of 16%, which is capitalized as
part of the principal balance in lieu of being paid in cash; and

- the revolving credit facility bears interest based upon (at the Company's
option) (i) the Base Rate (defined as the higher of (a) the prime rate and (b)
the federal funds rate plus 0.5%) plus 2.5% in the case of US dollar denominated
loans or (ii) the Eurodollar Rate (Reserve Adjusted) as defined in the New
Credit Agreement plus 4% in the case of Euro dollar denominated loans.

Critical Accounting Policies

Tokheim's discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated condensed financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires Tokheim to make estimates and judgements that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, Tokheim
evaluates its estimates, including those related to allowances for doubtful
accounts, inventories, recoverability of long-lived assets, intangible assets,
income taxes, warranty obligation, pensions and other postretirement benefits,
and contingencies in litigation. As more fully described in Management's
Discussion and Analysis in the Company's Form 10-K for the year ended November
30, 2001, Tokheim bases its estimates on historical experiences and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgements about the carrying
value of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions.

The Future

The New Credit Agreement, as amended, requires the Company to meet certain
consolidated financial tests, including minimum levels of EBITDA and fixed
charge coverage ratio (both as defined in the New Credit Agreement) and maximum
levels of capital expenditure. The New Credit Agreement also contains covenants
which, among other things, limit the incurrence of additional indebtedness,
payment of dividends, transactions with affiliates, asset sales, acquisitions,
investments, mergers and consolidations, prepayments and amendments of other
indebtedness, liens and encumbrances and other matters customarily restricted in
such agreements. As more fully discussed in Note 3 to the consolidated condensed
financial statements, "Notes Payable, Bank Credit Agreement," included elsewhere
in this Form 10-Q, certain of these covenants have been permanently waived for
the period ending February 28, 2002 through the period ending August 31, 2002.

The Company's ability to meet financial ratios and tests in the future may be
affected by events beyond its control. There can be no assurance that the
Company will meet such financial ratios and tests or that it will be able to
obtain future amendments to the New Credit Agreement, if so needed, to avoid
default. In the event of a default, the lenders could elect to declare all
amounts borrowed under the New Credit Agreement to be due and payable
immediately.

Since joining the Company in September 2001, the new Chief Executive Officer,
along with the rest of the Company's management team, has developed a broad
strategic and operational plan that is expected to improve operating results for
fiscal 2002 and beyond. The plan refocuses Tokheim's sales efforts on growth
through different channels and geographic segments, use of recent technology
developments for creation of successful products, global integration of
engineering and software development activities to reduce redundancy and
reduction of excess physical capacity.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to various market risks, including fluctuations in
interest rates, mismatches in funding obligations and receipts and variability
in currency exchange rates. The Company has established policies, procedures and
internal processes governing its management of market risks and the limited use
of financial instruments to manage its exposure to such risks.

The Company is subject to variability in foreign exchange rates primarily in its
European and African operations. Exposure to this variability is managed
primarily through the use of natural hedges, whereby funding obligations and
assets are both managed in the local currency. The Company, from time to time,
enters into currency exchange agreements to manage its exposure arising from
fluctuating exchange rates related to specific transactions. Tokheim's
subsidiary, Tokheim-Italia s.r.l., has entered into interest rate swap
agreements to protect exposures to interest rate fluctuations. The Company had
no other material outstanding agreements of this nature at August 31, 2002. The
sensitivity of earnings and cash flows to variations in exchange rates is
assessed by applying an appropriate range of potential rate fluctuations to the
Company's assets, obligations and projected results of operations denominated in
foreign currencies. Based on the Company's overall currency rate exposure at
August 31, 2002, movements in currency rates could materially impact the results
of operations and financial position of the Company.

A significant portion of the Company's debt has been borrowed under variable
rate arrangements. A 1% change in interest rates on this debt as of August 31,
2002 would impact quarterly interest expense by approximately $416.

Item 4. Controls and Procedures

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's President and Chief Executive Officer along
with the Company's Vice President, Finance, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Company's President
and Chief Executive Officer along with the Company's Vice President, Finance
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
SEC filings. There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect internal controls
subsequent to the date the Company carried out is evaluation including any
corrective actions with regard to significant deficiencies and material
weaknesses.


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In September 1998, the Company acquired the RPS Division of Schlumberger. One of
Tokheim's primary competitors, Gilbarco, formerly known as Marconi Commerce
Systems, filed suit, claiming that a fuel dispenser manufactured by RPS violates
its electronics design patent for fuel dispensers and its programmable multiple
blender patent. Tokheim denied liability for any infringement of the patents and
believed that this infringement breached Schlumberger's warranty regarding
ownership of the technology. Gilbarco filed suit in federal court in North
Carolina. Gilbarco named Schlumberger as a Defendant in this lawsuit and
Schlumberger failed to answer. Gilbarco moved for a summary judgement against
Schlumberger. A settlement agreement was entered into by and between Tokheim,
Schlumberger and Gilbarco on or about October 18, 2001, regarding this matter.
As part of the settlement, the Company entered into a technology license
agreement providing for payment by the Company of royalties to Gilbarco and
Gilbarco received shares of New Common Stock in accordance with the Plan.

On October 18, 2000, Schlumberger filed a claim with the Bankruptcy Court with
respect to the Company's acquisition of RPS. The claim, which was subsequently
modified on January 12, 2001, is for various sums allegedly due to Schlumberger,
totaling $10,000. The Company believed that $6,507 of the claim was valid and
made a provision for that amount. Pursuant to the Plan, this provision was
discharged as an impaired claim and included in the calculation of extraordinary
gain for the eleven months ended October 31, 2000. If the remaining amount of
the claim were to be upheld, it would be treated similarly to the claims of
other impaired unsecured creditors. The Company has not paid this claim as it
has a counter-claim against Schlumberger for amounts due and alleged to be due
to the Company on account of Schlumberger's alleged material breach of various
representations and warranties and breaches of other provisions of the agreement
entered in connection with the acquisition of RPS. The amount of the Company's
counter-claim is substantially higher than the amount of Schlumberger's claim.
The Company has commenced arbitration proceedings and has filed its Statement of
Claim in the International Court of Arbitration to resolve the matter. Following
the filing of the Statement of Claim by the Company the parties continued
settlement discussions and recently executed a settlement agreement which has
been approved by the Bankruptcy Court. Pursuant to the New Credit Agreement, the
proceeds of such settlement will be paid to the Company's bank group promptly
following the entry of the Bankruptcy Court's order as a reduction to the
balance and availability of the revolving credit facility under the New Credit
Agreement.

The Company received a subpoena from the SEC which required submission of
documentation related to the RPS acquisition that occurred in 1998 and the
subsequent treatment of goodwill related to that acquisition by the Company on
certain of its financial statements through the time of the Company's Chapter 11
bankruptcy during the fiscal year 2000. The Company is cooperating fully with
the SEC in its response to that subpoena.

As more fully described in Note 21 to the consolidated financial statements,
"Contingent Liabilities," in the Company's Form 10-K for the year ended November
30, 2001, the Company is defending various claims and legal actions, including
claims relating to the U.S. Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA") and other environmental laws, product liability and
various contract and employee matters, some of which may be impaired in the
aforementioned bankruptcy proceeding. These legal actions primarily involve
claims for damages arising out of the Company's manufacturing operations,
product liability and various contractual and employment issues. Management
believes that the outcome of such pending claims will not, individually or in
the aggregate, have a material adverse effect on the Company's financial
position, results of operations, or cash flows.


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

The Annual Meeting of Shareholders of the Company was held on August 6, 2002.
Two members of the board of directors were nominated for election. 2,517,020
common shares were represented. The votes cast for each, George A. Helland, Jr.
and David Forbes-Nixon, were 2,014,490 for, 0 votes against, 502,530 votes
withheld, 0 abstentions and 0 broker non-votes. Ernst & Young was recommended as
the Company's independent auditors for fiscal 2002. 2,511,570 votes were cast
for, 1,500 votes were cast against, 0 votes withheld, 3,950 abstentions and 0
broker non-votes, with respect to the election of Ernst & Young.


Item 6. Exhibits and Reports on Form 8-K

a. Exhibits

Exhibit
   No.                    Document
-------                   --------


2.1 Filing of a Joint Prepackaged Plan of Reorganization for the Company and
its U.S. subsidiaries pursuant to chapter 11 of the United States Bankruptcy
Code with the United States Bankruptcy Court for the District of Delaware
(incorporated herein by reference to the Company's Current Report on Form
8-K/A dated September 11, 2000).

2.2 Confirmation of the Joint Prepackaged Plan of Reorganization for the Company
and its U.S. subsidiaries pursuant to chapter 11 of the United States Bankruptcy
Code with the United States Bankruptcy Court for the District of Delaware
(incorporated herein by reference to the Company's Current Report on Form 8-K
dated October 16, 2000).

3.1 Amended and Restated Articles of Incorporation of Tokheim Corporation, as
filed with the Indiana Secretary of State as of October 20, 2000 (incorporated
herein by reference to the Company's Quarterly Report on Form 10-Q, for the
quarter ended August 31, 2000).

3.2 Amended and Restated Bylaws of Tokheim Corporation, as amended and restated
as of October 20, 2000 (incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q, for the quarter ended August 31, 2000).

4.1 Post-Confirmation Credit Agreement, dated as of October 20, 2000, among
Tokheim Corporation, various subsidiaries thereof as Borrowers, various
financial institutions, AmSouth Bank, as Documentation Agent, and ABN AMRO Bank
N.V., as Administrative Agent (incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q, for the quarter ended August 31, 2000).

4.2 Series A Warrant Agreement, dated as of October 20, 2000, among Tokheim
Corporation and the holders of Series A Warrant Certificates (incorporated
herein by reference to the Company's Quarterly Report on Form 10-Q, for the
quarter ended August 31, 2000).

4.3 Series B Warrant Agreement, dated as of October 20, 2000, among Tokheim
Corporation and Computershare Investor Services, LLC, as Warrant Agent
(incorporated herein by reference to the Company's Quarterly Report on Form
10-Q, for the quarter ended August 31, 2000).

4.4 Series C Warrant Agreement, dated as of October 20, 2000, among Tokheim
Corporation and Computershare Investor Services, LLC, as Warrant Agent
(incorporated herein by reference to the Company's Quarterly Report on Form
10-Q, for the quarter ended August 31, 2000).

4.5 Registration Rights Agreement, dated as of October 20, 2000, among Tokheim
Corporation and the Holders of Stock to be listed on Schedule 1 (incorporated
herein by reference to the Company's Quarterly Report on Form 10-Q, for the
quarter ended August 31, 2000).

4.6 First Amendment to the Credit Agreement, dated as of March 14, 2001, among
Tokheim Corporation, various subsidiaries thereof as Borrowers, various
financial institutions, AmSouth Bank, as Documentation Agent, and ABN AMRO Bank
N.V., as Administrative Agent (incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q, for the quarter ended February 28, 2001).

4.7 Second Amendment to the Credit Agreement, dated as of July 23, 2001, among
Tokheim Corporation, various subsidiaries thereof as Borrowers, various
financial institutions, AmSouth Bank, as Documentation Agent, and ABN AMRO Bank
N.V., as a Lender and as Administrative Agent (incorporated herein by reference
to the Company's Quarterly Report on Form 10-Q, for the quarter ended May 31,
2001).

4.8 Third Amendment to the Credit Agreement, dated as of October 31, 2001, among
Tokheim Corporation, various subsidiaries thereof as Borrowers, various
financial institutions, AmSouth Bank, as Documentation Agent, and ABN AMRO Bank
N.V., as a Lender and as Administrative Agent (incorporated herein by reference
to the Company's Annual Report on Form 10-K, for the year ended November 30,
2001).

4.9 Fourth Amendment to the Credit Agreement, dated as of February 8, 2002,
among Tokheim Corporation, various subsidiaries thereof as Borrowers, various
financial institutions, AmSouth Bank, as Documentation Agent, and ABN AMRO Bank
N.V., as a Lender and as Administrative Agent (incorporated herein by reference
to the Company's Annual Report on Form 10-K, for the year ended November 30,
2001).

4.10 Fifth Amendment to the Credit Agreement, dated as of February 28, 2002,
among Tokheim Corporation, various subsidiaries thereof as Borrowers, various
financial institutions, AmSouth Bank, as Documentation Agent, and ABN AMRO Bank
N.V., as a Lender and as Administrative Agent (incorporated herein by reference
to the Company's Annual Report on Form 10-K, for the year ended November 30,
2001).

4.11 Waiver and Consent, dated as of April 15, 2002, among Tokheim Corporation,
various subsidiaries thereof as Borrowers, various financial institutions as
lenders, AmSouth Bank, as a Lender and as Documentation Agent, and ABN AMRO Bank
N.V., as a Lender, as issuing lender and as Administrative Agent (incorporated
herein by reference to the Company's Annual Report on Form 10-K, for the year
ended November 30, 2001).

4.12 Amendment No. 1 to Waiver and Consent, dated as of April 30, 2002, among
Tokheim Corporation, various subsidiaries thereof as borrowers, various
financial institutions as lenders, AmSouth Bank, as a Lender and as
documentation agent for the Lenders, and ABN AMRO Bank N.V., as a Lender, as
issuing lender and as administrative agent for the Lenders (incorporated herein
by reference to the Company's Annual Report on Form 10-Q, for the quarter ended
February 28, 2002).

4.13 Amendment No. 2 to Waiver and Consent, dated as of May 8, 2002, among
Tokheim Corporation, various subsidiaries thereof as borrowers, various
financial institutions as lenders, AmSouth Bank, as a Lender and as
documentation agent for the Lenders and ABN AMRO Bank N.V., as a Lender, as
issuing lender and as administrative agent for the Lenders (incorporated herein
by reference to the Company's Annual Report on Form 10-Q, for the quarter ended
February 28, 2002).

4.14 Amendment No. 3 to Waiver and Consent, dated as of May 22, 2002, among
Tokheim Corporation, various subsidiaries thereof as borrowers, various
financial institutions as lenders, AmSouth Bank as a Lender and as documentation
agent for the Lenders and ABN AMRO Bank N.V., as a Lender, as issuing lender and
as administrative agent for the Lenders (incorporated herein by reference to the
Company's Annual Report on Form 10-Q, for the quarter ended February 28, 2002).

4.15 Amendment No. 4 to Waiver and Consent, dated as of May 31, 2002, among
Tokheim Corporation, various subsidiaries thereof as borrowers, various
financial institutions as lenders, AmSouth Bank, as a Lender and as
documentation agent for the Lenders and ABN AMRO Bank N.V., as a Lender, as
issuing lender and as administrative agent for the Lenders (incorporated herein
by reference to the Company's Annual Report on Form 10-Q, for the quarter ended
February 28, 2002).

4.16 Sixth Amendment and Waiver to the Credit Agreement, dated as of June 7,
2002, among Tokheim Corporation, various subsidiaries thereof as Borrowers,
various financial institutions as lenders, AmSouth Bank, as a Lender and as
documentation agent for the Lenders and ABN AMRO Bank N.V., as a Lender, as
issuing lender and as administrative agent for the Lenders (incorporated herein
by reference to the Company's Current Report on Form 8-K, filed June 11, 2002).

10.1 Tokheim Corporation Supplemental Executive Retirement Plan (incorporated
herein by reference to the Company's Report on Form 10- Q, for the quarter ended
August 31, 1999).

10.2 Employment Agreement, dated July 15, 1999, between Tokheim Corporation and
Douglas K. Pinner (incorporated herein by reference to the Company's Report on
Form 10-Q, for the quarter ended August 31, 1999).

10.3 Employment Agreement, dated May 15, 2000, between Tokheim Corporation and
Robert L. Macdonald (incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q/A, for the quarter ended May 31, 2000).

10.4 Employment Agreement, dated July 15, 1999, between Tokheim Corporation and
Jacques St-Denis (incorporated herein by reference to the Company's Report on
Form 10-Q, for the quarter ended August 31, 1999).

10.5 Employment Agreement, dated July 15, 1999, between Tokheim Corporation and
Norman L. Roelke (incorporated herein by reference to the Company's Report on
Form 10-Q, for the quarter ended August 31, 1999).

10.6 Employment Agreement, dated July 15, 1999, between Tokheim Corporation and
Scott A. Swogger (incorporated herein by reference to the Company's Report on
Form 10-Q, for the quarter ended August 31, 1999).

10.7 Employment Agreement, dated September 4, 2001, between Tokheim Corporation
and John S. Hamilton (incorporated herein by reference to the Company's Annual
Report on Form 10-K, for the year ended November 30, 2001).

10.8 Technology License Agreement, effective as of December 1, 1997, between
Tokheim Corporation and Gilbarco, Inc. (incorporated herein by reference to the
Company's Annual Report on Form 10-K, for the year ended November 30, 1997).

10.9 Tokheim Corporation Management Option Plan (incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q, for the quarter ended
August 31, 2000).

10.10 Form of Incentive Stock Option Agreement under Tokheim Corporation
Management Option Plan (incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q, for the quarter ended August 31, 2000).

10.11 Incentive Stock Option Agreement under Tokheim Corporation Management
Option Plan, dated as of October 20, 2000, among Tokheim Corporation and Douglas
K. Pinner (incorporated herein by reference to the Company's Quarterly Report on
Form 10-Q, for the quarter ended August 31, 2000).

99.1 Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

b. Reports on Form 8-K

A Current Report on Form 8-K was filed on June 11, 2002 with respect to the
Sixth Amendment and Waiver to the Company's Credit Agreement.

SIGNATURES


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.

                                         TOKHEIM CORPORATION


Date: October 15, 2002

                                         /s/ John S. Hamilton
                                         -------------------------------------
                                         President and Chief Executive Officer


                                         /s/ Scott L. Bennett
                                         -------------------------------
                                         Vice President, Finance
<PAGE>



CERTIFICATIONS

I, John S. Hamilton, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Tokheim Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with the respect to the period covered
     by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of date within the 90 days prior to the filing date
          of this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors:

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weakness in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


                                         /s/ John S. Hamilton
                                         -------------------------------------
                                         President and Chief Executive Officer



Date: October 15, 2002
<PAGE>


I, Scott L. Bennett, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Tokheim Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with the respect to the period covered
     by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of date within the 90 days prior to the filing date
          of this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors:

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weakness in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


                                         /s/ Scott L. Bennett
                                         -------------------------------
                                         Vice President, Finance


Date: October 15, 2002
<PAGE>



                                                                    EXHIBIT 99.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly filing report of Tokheim Corporation ("the
Company") on Form 10-Q for the quarter ended August 31, 2002, as filed with the
Securities Exchange Commission on the date hereof (the "Report"), each of the
undersigned hereby certifies, in his capacity as an officer of the Company, for
purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to his knowledge:

o    the Report fully complies with the requirements of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

o    the information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company
     as of the dates and for the periods presented in the Report.

Dated October 15, 2002


                                         /s/ John S. Hamilton
                                         -------------------------------------
                                         President and Chief Executive Officer


                                         /s/ Scott L. Bennett
                                         -------------------------------
                                         Vice President, Finance