SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



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

For the quarterly period ended:              September 30, 2002
                               -------------------------------------------------


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



                              THOMAS INDUSTRIES INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


            Delaware                                        61-0505332
------------------------------------------          ----------------------------
    (State or other jurisdiction of                       (IRS Employer
     incorporation or organization)                    Identification No.)


4360 Brownsboro Road, Louisville, Kentucky                    40207
------------------------------------------          ----------------------------
  (Address of principal executive office)                  (Zip Code)


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


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

The number of shares  outstanding of issuer's  Common Stock, $1 par value, as of
October 26, 2002, was 17,100,695 shares.







                                  Page 1 of 23

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)


<TABLE>

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

<CAPTION>


                                                  Three Months Ended      Nine Months Ended
                                                     September 30           September 30


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




<S>                                              <C>         <C>        <C>        <C>
Net sales                                        $ 59,241    $ 44,008   $155,226   $140,619
Cost of products sold                              38,065      28,613     99,146     90,170
                                                 --------    --------   --------   --------
Gross profit                                       21,176      15,395     56,080     50,449

Selling, general, and
  administrative expenses                          15,036      10,733     37,283     32,720
Equity income from GTG                              7,498       6,508     21,022     17,681
                                                 --------    --------   --------   --------
Operating income                                   13,638      11,170     39,819     35,410
Interest expense                                      912         914      2,091      2,800
Interest income and other                            (128)        312        157      1,331
                                                 --------    --------   --------   --------
Income before income taxes                         12,598      10,568     37,885     33,941
Income taxes                                        4,599       3,963     13,829     12,728
                                                 --------    --------   --------   --------
Net income before minority interest                 7,999       6,605     24,056     21,213
Minority interest, net of tax                          14        --           14         _-
                                                 --------    --------   --------   --------
Net income                                       $  7,985    $  6,605   $ 24,042   $ 21,213
                                                 ========    ========   ========   ========

Net income per share:
  Basic                                          $    .50    $    .43   $   1.55   $   1.40
  Diluted                                        $    .49    $    .42   $   1.50   $   1.35

Dividends declared per share:                    $   .085    $   .085   $   .255   $   .255

Weighted average number of shares outstanding:
  Basic                                            15,894      15,184     15,471     15,155
  Diluted                                          16,375      15,721     16,005     15,674



See notes to condensed consolidated financial statements.





</TABLE>



                                       2
<PAGE>




                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)

                                                       (Unaudited)
                                                      September 30   December 31
                                                            2002         2001*
                                                            ----         ----
ASSETS
Current assets
  Cash and cash equivalents                             $ 16,150       $ 29,500
  Accounts receivable, less allowance
       (2002--$2,485; 2001--$1,103)                       50,261         21,026
  Inventories:
       Finished products                                  24,189          6,311
       Raw materials                                      16,498         10,882
       Work in process                                    10,859          3,503
                                                         -------        -------
                                                          51,546         20,696
  Deferred income taxes                                    2,876          2,497
  Other current assets                                     5,856          2,442
                                                         -------        -------
                            Total current assets         126,689         76,161
Investment in GTG                                        194,046        179,219
Property, plant, and equipment                           148,599         92,378
  Less accumulated depreciation and amortization         (60,725)       (52,608)
                                                          87,874         39,770
                                                         --------       --------
Goodwill                                                  46,759          9,244
Other intangible assets--less accumulated
  amortization                                            22,916            427
Other assets                                               4,118          1,893
                                                         -------        -------
                                    Total assets        $482,402       $306,714
                                                         =======        =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Notes payable                                         $  3,046       $   --
  Accounts payable                                        16,796          6,861
  Accrued Expenses and other current liabilities          20,227         11,738
  Dividends payable                                        1,452          1,295
  Income taxes payable                                        31          2,501
  Current portion of long-term debt                        8,686          7,788
                                                         -------        -------
                       Total current liabilities          50,238         30,183
Deferred income taxes                                      5,851          5,349
Long-term debt (less current portion)                    104,336         24,938
Other long-term liabilities                               13,660          8,531
                                                         -------        -------
                               Total liabilities         174,085         69,001

Minority Interest                                            742           --

Shareholders' equity
  Preferred Stock, $1 par value,
    3,000,000 shares authorized--none issued                --             --
  Common Stock, $1 par value, shares authorized:
    60,000,000;  Shares issued: 2002--17,904,661
                                2001--17,855,511          17,905         17,856
  Capital surplus                                        133,548        114,342
  Deferred compensation                                      823            739
  Treasury stock held for deferred compensation             (823)          (739)
  Retained earnings                                      178,157        158,161
  Accumulated other comprehensive income (loss)           (9,976)       (14,189)
  Less cost of treasury shares:
       (2002 - 822,339; 2001 - 2,622,339)                (12,059)       (38,457)
                                                        -------         -------


                      Total shareholders' equity         307,575        237,713
                                                         -------        -------
      Total liabilities and shareholders' equity        $482,402       $306,714
                                                         =======        =======


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




                                       3
<PAGE>

<TABLE>

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

                                                                  Nine Months Ended
                                                                     September 30
                                                                     ------------
                                                                  2002          2001
                                                                  ----          ----
<S>                                                            <C>             <C>
Operating activities:
  Net income                                                   $24,042         $21,213
  Adjustments to reconcile net income to net
    cash (used in)/provided by operating activities:
         Depreciation                                            6,813           5,937
         Amortization                                               -              363
         Deferred income taxes                                     448            (221)
         Equity income from GTG                                (21,022)        (19,268)
         Amortization of excess investment in GTG                   -            1,587
         Distributions from GTG                                  6,485           6,092
         Other items                                               500              81
         Changes in operating assets and liabilities:
           Accounts receivable                                  (3,287)         (1,349)
           Inventories                                             940              12
           Accounts payable                                        417            (810)
           Income taxes payable                                 (1,780)          1,706
           Accrued expenses and other liabilities                  708          (2,799)
           Other                                                    22            (200)
                                                                ------          -------
Net cash provided by operating activities                       14,286          12,344

Investing activities:
  Purchases of property, plant and equipment                    (4,910)         (7,033)
  Sale of property, plant and equipment                            163              26
  Purchase of company (net of cash acquired)                   (83,533)             -
                                                               --------         -------
Net cash used in investing activities                          (88,280)         (7,007)

Financing activities:
  Proceeds from notes payable to banks, net                      1,369             350
  Payments on long-term debt                                   (18,630)         (7,772)
  Proceeds from long-term debt                                  80,000           2,000
  Treasury stock purchased                                          -              (67)
  Dividends paid                                                (3,889)         (3,706)
  Stock options exercised                                          478           1,220
                                                               -------          ------
Net cash provided by (used in) financing activities             59,328          (7,975)
Effect of exchange rate change                                   1,316            (341)
                                                                ------          ------

Net decrease in cash and cash equivalents                      (13,350)         (2,979)

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

Cash and cash equivalents at end of period                     $16,150         $10,962
                                                                ======          ======

Supplemental disclosures of cash flow information:
       Non-cash items: Issuance of treasury shares             $44,755        $     -
                                                               =======        ========

See notes to condensed consolidated financial statements.


</TABLE>

                                       4
<PAGE>



                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  reporting and with the instructions to Form 10-Q and Article 10-01 of
Regulation  S-X.  Accordingly,  they  do not  include  all the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States for complete financial statements.

The results of operations  for the nine-month  period ended  September 30, 2002,
are not necessarily  indicative of the results that may be expected for the year
ending  December  31,  2002.  In the  opinion  of  management,  all  adjustments
considered  necessary for a fair  presentation  have been included.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2001.

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

On August 29,  2002,  the  Company  purchased  substantially  all the assets and
liabilities of Werner  Rietschle  Holding GmbH  ("Rietschle"),  a privately held
company  based in  Schopfheim,  Germany.  Rietschle  has been a world  leader in
vacuum and pressure  technology,  which includes  dry-running and oil-lubricated
pumps,  blowers,  compressors,  and pressure/vacuum pumps utilizing rotary vane,
screw,  roots and claw  technologies.  With the strong Rietschle  brand,  Thomas
wants to pursue further  opportunities  through cross branding of products,  and
through  growth in markets such as  printing,  packaging,  woodworking  and many
other  applications that fit Rietschle  technologies,  including fuel cells. The
purchase price consisted of $83.3 million in cash and 1,800,000  treasury shares
of the Company's common stock. The Company negotiated a $120.0 million revolving
credit  facility  with a group of  banks to  finance  the  cash  portion  of the
purchase  price, of which $80.0 million was used and outstanding as of September
30,  2002.  Results of  Rietschle  for the period  after August 29, 2002 through
September  30, 2002 are included in the Company's  third quarter and  nine-month
year-to-date periods.

A tentative  purchase  price  allocation was made and reflected in the September
30, 2002  financial  statements.  This  allocation is preliminary as the Company
gathers  additional  information  about the fair value of assets and liabilities
acquired, including appraisals. Accordingly, the amounts recorded will change as
the allocation is finalized.

Supplemental  pro forma  information  below is  presented as though the business
combination  had been completed as of the beginning of the period being reported
on.



                                       5
<PAGE>



                                     Three months              Nine Months
       (In Thousands)                   Ended                     Ended
                                     September 30              September 30
                                     ------------              ------------
                                    2002     2001               2002      2001
                                    ----     ----               ----      ----
       Net Sales                  $83,975  $93,657           $247,995  $261,587

       Net income                 $ 8,993  $ 9,445           $ 26,931  $ 28,733

       Earnings per share-diluted $   .51  $   .54           $  1.53   $   1.64



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

In the normal  course of business,  the Company is a party to legal  proceedings
and claims. When costs can be reasonably estimated,  appropriate liabilities for
such matters are recorded.  While  management  currently  believes the amount of
ultimate  liability,  if any, with respect to these actions will not  materially
affect the  financial  position,  results of  operations,  or  liquidity  of the
Company,  the  ultimate  outcome  of  any  litigation  is  uncertain.   Were  an
unfavorable outcome to occur, the impact could be material to the Company.

Note D - Comprehensive Income
-----------------------------

Reconciliation  of net income to comprehensive  income for the periods indicated
follows.

(In Thousands)
For the three months ended September 30:          2002                  2001
                                                  ----                  ----

       Net income                                 $7,985               $6,605
       Foreign currency translation                 (931)               1,177
                                                  ------                -----
       Comprehensive income                       $7,054               $7,782
                                                  ======                =====


For the nine months ended September 30:

       Net income                                $24,042              $21,213
       Foreign currency translation                4,213               (2,086)
                                                   -----              -------
       Comprehensive income                      $28,255              $19,127
                                                  ======               ======

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

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

    (In Thousands)                              Three Months       Nine Months
                                             Ended Sept. 30     Ended Sept. 30
                                             --------------     ---------------
                                              2002     2001      2002     2001
                                              ----     ----      ----     ----
    Numerator:
        Net income                         $ 7,985  $ 6,605   $24,042  $21,213
                                            ======   ======    ======   ======





                                       6
<PAGE>



Denominator:
        Weighted average shares outstanding 15,894   15,184    15,471   15,155

    Effect of dilutive securities:
     Director and employee stock options       443      513       496      494
     Employee performance shares                38       24        38       25
                                            ------   ------    ------   ------
     Dilutive potential common shares          481      537       534      519
                                            ------   ------    ------   ------
     Denominator for diluted earnings per
        share--adjusted weighted average
       shares and assumed conversions       16,375   15,721    16,005   15,674
                                            ======   ======    ======   ======


Note F - Segment Disclosures
                                             Three Months      Nine Months
    (In Thousands)                          Ended Sept. 30    Ended Sept. 30
                                            --------------    ---------------
                                             2002    2001      2002    2001
                                             ----    ----      ----    ----
Total net sales including
  intercompany sales
       Pump and Compressor                 $69,640  $49,878  $177,858 $158,783


Intercompany sales
       Pump and Compressor                $(10,399) $(5,870) $(22,632)$(18,164)
                                            ------   ------    -------  -------


Net sales to unaffiliated customers
       Pump and Compressor                 $59,241  $44,008  $155,226 $140,619
                                            ======   ======   =======  =======


Operating income
       Pump and Compressor                 $ 7,742  $ 5,909   $23,303  $22,018
       Lighting*                             7,498    6,508    21,022   17,681
       Corporate                            (1,602)  (1,247)   (4,506)  (4,289)
                                            ------   ------    ------   ------
                                           $13,638  $11,170   $39,819  $35,410
                                            ======   ======    ======   ======

*Three months ended September 30 consists of equity income of $7,547 in 2002 and
$7,090 in 2001 from our 32% interest in the joint venture,  Genlyte Thomas Group
LLC (GTG),  less $529 of amortization  in 2001 of Thomas' excess  investment and
less  $49 in 2002  and $53 in 2001,  related  to  expense  recorded  for  Thomas
Industries stock options issued to GTG employees. Nine months ended September 30
consists  of equity  income of $21,172 in 2002 and  $19,424 in 2001 from our 32%
interest  in  GTG,  less  $1,587  of  amortization  in 2001  of  Thomas'  excess
investment and less $150 in 2002 and $156 in 2001,  related to expense  recorded
for Thomas Industries stock options issued to GTG employees.

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

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business  Combinations" (SFAS
141) and SFAS No. 142,  "Goodwill and Other Intangible Assets" (SFAS 142). These
statements  established  new  accounting  and  reporting  standards for business
combinations and associated  goodwill and intangible assets. SFAS 141, effective
July 1, 2001,  eliminates  the  pooling of  interest  method of  accounting  for
business combinations initiated after June 30, 2001. SFAS 142, effective January
1, 2002,  requires that goodwill and intangible  assets with  indefinite  useful
lives no longer be  amortized,  but  instead be tested for  impairment  at least
annually.  During the first  phase of  implementing  SFAS 142,  the  Company was
required to identify its reporting  units and to determine the carrying value of
each  reporting  unit by assigning  the assets and  liabilities,  including  the


                                       7
<PAGE>

existing goodwill and intangible assets, to those reporting units as of December
31, 2001. Based upon a discounted cash flow analysis, the Company concluded that
the fair value of its reporting units containing  goodwill exceeded the carrying
value.  As a  result,  no  impairment  loss  was  recorded  or  recognized  as a
cumulative effect of a change in accounting  principle.  The Company is required
to perform additional  impairment tests on an annual basis prior to the issuance
of the annual financial statements.

The following table provides comparative earnings and earnings per share had the
non-amortization provisions of SFAS 142 been adopted for all periods presented:


                                               For Three Months  For Nine Months
                                                     Ended              Ended
                                                    Sept. 30          Sept. 30
                                                    --------          --------
(Thousands of dollars, except per share data)   2002    2001     2002    2001
                                                ----    ----     ----    ----

Reported net income                            $7,985  $6,605  $24,042 $21,213

Add back: Pump and Compressor (P & C)
          goodwill amortization, net of tax        --      95     --       284

Add back: Amortization of excess
          investment in GTG, net of tax            --     415     --     1,246

Add back: Amortization for GTG, net of tax         --     327     --       981
                                                -----  ------  ------- -------
Adjusted net income                            $7,985  $7,442  $24,042 $23,724
                                               ======  ======  ======= =======

Basic earnings per share:
       Reported net income                       $.50    $.43    $1.55   $1.40
       P & C goodwill amortization                 --     .01     --       .02
       Amortization of excess investment in GTG    --     .03     --       .08
       GTG amortization                            --     .02     --       .07
                                                 ----  ------    -----  -----
       Adjusted net income                       $.50    $.49    $1.55   $1.57
                                                 ====    ====    =====   =====

Diluted earnings per share:
       Reported net income                       $.49    $.42    $1.50   $1.35
       P & C goodwill amortization                 --     .01     --       .02
       Amortization of excess investment in GTG    --     .03     --       .08
       GTG amortization                            --     .02     --       .06
                                                 ----   -----    -----   -----
       Adjusted net income                       $.49    $.47    $1.50   $1.51
                                                 ====    ====    =====   =====



Certain  intangible  assets  have  definite  lives and are being  amortized.  In
accordance  with SFAS 142, the Company  evaluated the remaining  useful lives of
intangible assets as of January 1, 2002, and where appropriate, revisions to the
remaining period of amortization  were made.  Balances at September 30, 2002 and
December 31, 2001 are stated in thousands of dollars on the following table. The
September 30, 2002 gross carrying  amount  includes $8.8 million  related to the
Rietschle  acquisition,  which was the portion of the estimated  purchase  price
allocated to patents. The accumulated amortization balance at September 30, 2002
includes $71,000 related to the Rietschle patents.



                                       8
<PAGE>




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

Licenses   18-19    $454       $ 57            5-20    $437        $38
Patents    10-20   8,910        146            5-20      23         16
Other        10       35         14             40       31         10
                    ----        ---                    ----        ---
Total             $9,399       $217                    $491        $64
                  ======       ====                    ====        ===



The total intangible  amortization  expense for the quarters ended September 30,
2002 and 2001 was $129 and $2, respectively.  The total amortization expense for
the  nine  months  ended   September  30,  2002  and  2001  was  $141  and  $18,
respectively.

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

For the year ended December 31, 2002:                                $276
For the year ended December 31, 2003:                                $756
For the year ended December 31, 2004:                                $756
For the year ended December 31, 2005:                                $756
For the year ended December 31, 2006:                                $756

Approximately   $13.7  million  of  Rietschle  purchase  price  was  tentatively
allocated to non-amortizable  intangible in the form of trademarks,  as a result
of the estimated purchase price allocation.

The  goodwill  included  in the  balance  sheets  is  related  to the  Pump  and
Compressor  Segment.  Goodwill  increased by $37.3  million due to the estimated
purchase  price  allocation  of the Rietschle  acquisition.  Any other change in
goodwill from  December 31, 2001 to September 30, 2002,  was related to exchange
rate fluctuation.

Note H - Genlyte Thomas Group LLC
---------------------------------

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


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

                                                  (Unaudited)
                                                 September 30,     December 31,
                                                     2002              2001
                                                     ----              ----
       GTG balance sheets:
          Current assets                         $406,033            $343,044
          Long-term assets                        271,249             276,077
          Current liabilities                     187,342             170,545
          Long-term liabilities                    57,607              62,573



                                       9
<PAGE>

<TABLE>

                                                   Three Months           Nine Months
                                                  Ended Sept. 30         Ended Sept. 30
                                                  2002     2001          2002     2001
                                                  ----     ----          ----     ----
       <S>                                        <C>       <C>       <C>       <C>
       GTG income statements (unaudited):
          Net sales                               $248,268  $252,631  $728,061  $753,856
          Gross profit                              86,325    89,808   254,114   264,398
          Earnings before interest and taxes        26,332    24,976    73,202    68,591
          Net income(1)                           $ 23,583  $ 22,153  $ 66,163  $ 60,699

    Amounts recorded by Thomas Industries Inc.:
          Equity income from GTG(2)                 $7,547    $7,090   $21,172   $19,424
          Stock option expense                         (49)      (53)     (150)     (156)
       Amortization of excess investment(3)            -        (529)      -      (1,587)
                                                    ------    ------    ------    ------
          Equity income reported by Thomas          $7,498    $6,508   $21,022   $17,681
                                                    ======    ======    ======   =======

(1)     The quarter and nine months ended September 30, 2002 include a favorable
        impact from the non-amortization  provisions of SFAS 142 of $1.3 million
        and $3.9 million, respectively.

(2)     The quarter and nine months ended September 30, 2002 include a favorable
        impact from the  non-amortization  provisions of SFAS 142 of $.4 million
        and $1.2 million, respectively.

(3)     The quarter and nine months ended September 30, 2002 include a favorable
        impact from the  non-amortization  provisions of SFAS 142 of $.5 million
        and $1.6 million, respectively.

</TABLE>

Note I - New Accounting Pronouncements
--------------------------------------

FASB No. 141 and 142 are discussed in Note G above.
                                                   --

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

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

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

Thomas'  discussion  and  analysis  of its  financial  condition  and results of
operations are based upon Thomas' consolidated financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States.  When preparing  these  consolidated  financial  statements,  the
Company is required to make  estimates  and  judgments  that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. The Company



                                       10
<PAGE>

Item 2. Management's Discussion and Analysis - Continued

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

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

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

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

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

On August 29,  2002,  the  Company  purchased  substantially  all the assets and
liabilities of Werner  Rietschle  Holding GmbH  ("Rietschle"),  a privately held
company  based in  Schopfheim,  Germany.  See Note B in the  notes to  condensed
consolidated  financial  statements.  Results of Rietschle  for the period after
August 29, 2002 through  September 30, 2002 are included in the Company's  third
quarter and nine-month year-to-date periods.

The Company's  net income was $8.0 million in the third quarter ended  September
30, 2002,  compared to $6.6 million in the third  quarter  ended  September  30,
2001.  The  third  quarter  of 2002 was  positively  impacted  by the  change in
accounting for goodwill required by SFAS No. 142, which was effective January 1,
2002, and eliminated the recording of goodwill



                                       11
<PAGE>

Item 2.  Management's  Discussion and Analysis - Continued

amortization.  Compared to the  previous  year's third  quarter,  this change in
accounting increased net income by $.8 million, or 5 cents per share.  Excluding
this impact for the accounting change, net income in the quarter ended September
30, 2002,  would have  increased  7.3% from the previous  year's third  quarter,
primarily due to improvements in both operating Segments.

Nine  month  year-to-date  net  income was $24.0  million  for the period  ended
September 30, 2002, compared to $21.2 million in the comparable 2001 period. The
change in accounting increased net income by $2.5 million, or 16 cents per share
in the nine months  ended  September  30,  2002.  Excluding  this impact for the
accounting  change, net income in the nine months ended September 30, 2002 would
have increased 1.3% from the 2001 comparable period.

PUMP AND COMPRESSOR SEGMENT
Net sales during the third quarter ended September 30, 2002,  increased 34.6% to
$59.2 million compared to $44.0 million for the third quarter of 2001.  Included
in the 2002 third  quarter were $11.6  million  related to  Rietschle  net sales
after August 29, 2002.  Excluding the Rietschle net sales, the third quarter net
sales would have increased 8.3%. The North  American,  European and Asia Pacific
operations  reported  increases  for the third quarter of 2002 compared to 2001,
when excluding Rietschle net sales. Overall, the third quarter sales increase of
8.3%,  excluding  the impact of  Rietschle,  would have been reduced to 5.8%, if
measured in constant  exchange rates. This exchange rate impact on net sales was
primarily related to the European operation due to the strengthening of the euro
and British pound  sterling.  Year-to-date  net sales for the nine-month  period
ended September 30, 2002,  increased 10.4% to $155.2 million  compared to $140.6
million  for the  comparable  period in 2001.  Included  in the 2002  nine-month
period were $11.6 million of Rietschle net sales. Excluding Rietschle, net sales
for the  nine-month  period would have increased  2.1%.  Excluding the impact of
Rietschle,  the Asia Pacific and European operations reported increases of 21.1%
and 4.6%, respectively. The North American operations reported a slight decrease
in net sales,  primarily  due to a very weak start early in the first quarter of
2002. Overall,  the nine-month period net sales increase of 2.1%,  excluding the
impact of  Rietschle,  would have been reduced to 1.5%,  if measured in constant
exchange rates.

Operating  income for the third  quarter  ended  September  30,  2002,  was $7.7
million or 31.0% higher than the prior year amount of $5.9 million.  Included in
the 2002 third quarter were $.5 million  related to Rietschle  operating  income
from  activity  after  August  29,  2002,  which  included   estimated  purchase
accounting adjustments.  Excluding Rietschle, the third quarter operating income
would have increased  21.8%.  The 2002 results were  positively  impacted by $.1
million, due to the accounting change for goodwill amortization. The increase in
operating  income was  primarily  due to the sales volume  increases,  favorable
sales mix and  favorable  exchange  rate  impacts.  Excluding  the impact of the
accounting  change for goodwill  amortization,  gross margins increased to 35.5%
compared to 35.0%, for the third quarter 2002 versus 2001.  Excluding the impact
of Rietschle  and purchase  price  adjustments,  gross margins in the 2002 third
quarter would have increased to 35.6%.  SG&A expenses  increased to 22.7% of net
sales for the third quarter of 2002, compared to 21.6% for the comparable period
in 2001.  Excluding  Rietschle  and purchase  price  related  adjustments,  SG&A
expenses  would have  decreased  to 20.7% of net sales.  Year-to-date  operating
income for the Pump and Compressor  Segment for the nine months ended  September
30, 2002,  was $23.3  million or 5.8% higher than the prior year amount of $22.0
million.  Rietschle's  operating  income  of $.5  million  was  included  in the
nine-month



                                       12
<PAGE>

Item 2. Management's Discussion and Analysis - Continued

2002 period.  Excluding Rietschle,  the nine-month period operating income would
have increased 3.4%. The 2002 results were  positively  impacted by $.4 million,
due to the  accounting  change  for  goodwill  amortization.  The  increase  was
primarily due to sales volume increases.  Excluding the impact of the accounting
change for goodwill  amortization,  gross margins were constant at 35.9% for the
nine-month  periods  in 2002 and 2001.  Excluding  the impact of  Rietschle  and
purchase  price  allocation  adjustments,  gross margins in the 2002  nine-month
period would have stayed at 35.9%. SG&A expenses increased to 21.1% of net sales
for the nine-month  period in 2002,  compared to 20.2% for the comparable period
in 2001.  Excluding  Rietschle  and purchase  price  related  adjustments,  SG&A
expenses would have decreased to 20.4% of net sales in 2002.

LIGHTING SEGMENT
The  Lighting  Segment  (GTG Joint  Venture)  earnings  increased  15.2% to $7.5
million  in the third  quarter  of 2002,  compared  to $6.5  million in the same
period in 2001. The 2002 results were positively impacted by $.9 million, due to
the  accounting  change  for  goodwill  amortization.  This $.9  million  impact
includes $.5 million related to  amortization  of Thomas' excess  investment and
$.4  million,  which  represents  Thomas' 32%  interest in GTG's $1.3 million of
goodwill  amortization  in  2001.  Therefore,  excluding  the  impact  from  the
accounting  change,  GTG's  earnings  increased .7% in 2002 compared to the 2001
third quarter. GTG's sales during the 2002 third quarter decreased 1.7% compared
to the third quarter of 2001. The sales  shortfall was primarily due to softness
in  the  commercial  and  industrial  markets  while  earnings  improved  due to
aggressive cost control measures in the SG&A area. Year-to-date GTG earnings for
the nine months ended  September  30, 2002,  increased  18.9% to $21.0  million,
compared to $17.7  million in the 2001 first nine months.  The 2002 results were
positively  impacted by $2.8 million,  due to the accounting change for goodwill
amortization.  This  $2.8  million  impact  includes  $1.6  million  related  to
amortization  of Thomas' excess  investment and $1.2 million,  which  represents
Thomas' 32%  interest in GTG's $3.9  million of goodwill  amortization  in 2001.
Therefore,  excluding  the impact from the  accounting  change,  GTG's  earnings
increased  2.8% in 2002  compared  to the 2001 first nine  months.  GTG's  sales
during the 2002 first nine  months  decreased  3.4%  compared  to the first nine
months of 2001.

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

CORPORATE
As noted in the  Segment  Disclosure  footnote,  consolidated  operating  income
includes corporate expenses.  Corporate expenses were $1.6 million for the third
quarter of 2002, compared to $1.2 million for the comparable period in 2001. The
2002 amount included some increases for incentive and professional fee accruals,
which were partially offset by savings from cost reductions  implemented  during
the second  half of 2001.  Year-to-date  corporate  expenses  for the nine month
period ended September 30, 2002,  were $4.5 million  compared to $4.3 million in
the comparable 2001 period.


                                       13
<PAGE>

Item 2.  Management's Discussion and Analysis - Continued

Interest  expense for the 2002 third  quarter  was $.9  million  compared to $.9
million for the third  quarter of 2001.  Year-to-date  interest  expense for the
nine month period  ended  September  30, 2002 was $2.1 million  compared to $2.8
million  for  comparable  2001  period.  The 2002 third  quarter  and nine month
year-to-date  interest  expense amounts included $.2 million of interest expense
associated with the Rietschle  acquisition.  The reduction in 2002 was primarily
related to the $7.7 million payment of long-term debt on January 31, 2002, which
carried a 9.36% annual  interest  rate, as well as higher  short-term  and other
long-term borrowing levels in 2001.

Interest  income  and other for the 2002  third  quarter  was an  expense of $.1
compared to income of $.3 million for the third quarter of 2001.  The nine month
total for 2002 was $.2 million  compared to $1.3 million for the comparable 2001
period. The 2002 third quarter and nine month  year-to-date  included charges of
$.2 million  associated with Rietschle foreign currency losses. The decrease for
the third  quarter and  September  year-to-date  periods also related to a $22.3
million  note  receivable  with GTG,  from which the Company  received  interest
income  during 2001.  GTG paid off this $22.3  million note in November 2001 and
the Company used some of these proceeds to partially pay down long-term debt.

Income tax  provisions  were $4.6 million and $4.0 million for the third quarter
2002 and 2001,  respectively.  The September  year-to-date income tax provisions
were $13.8 million and $12.7 million for 2002 and 2001, respectively.  Effective
tax rates were 36.5% in the 2002  periods  and 37.5% for the 2001  periods.  The
decline in the effective tax rate was  primarily  due to the  accounting  change
related to goodwill amortization.

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

Cash and cash equivalents  decreased $13.3 million to $16.2 million at September
30, 2002,  compared to $29.5  million at December 31,  2001.  This  decrease was
primarily  related to the $7.7  million  long-term  debt  payment on January 31,
2002,  as well as $10.9 million used to pay down  Rietschle  bank debt on August
29, 2002.  Cash flows  provided by  operations  in the first nine months of 2002
were $14.3 million  compared to $12.3 million provided by operations in the same
period of 2001.

Dividends  paid in the first nine months of 2002 were $3.9  million or $.255 per
share.  The 2001  dividends  paid in the first nine months were $3.7  million or
$.245 per share.  The Company  increased its  quarterly  dividend per share from
$.075 to $.085, effective with the April 1, 2001 dividend.

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

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



                                       14
<PAGE>

Item 2. Management's Discussion and Analysis - Continued

Working  capital  increased  from $46.0  million at December 31, 2001,  to $76.5
million at September 30, 2002,  primarily due to the  Rietschle  acquisition  on
August 29, 2002.
                                              Sept. 30          December 31
                                              ------------------------------
Dollars in Thousands
                                                 2002             2001
                                              ------------------------------

Working capital                                  $ 76,451         $45,978
Current ratio                                        2.52            2.52
Long-term debt, less current portion             $104,336         $24,938
Long-term debt to total capital                      25.3%            9.5%

Certain loan agreements of the Company include  restrictions on working capital,
operating  leases,  tangible net worth,  and the payment of cash  dividends  and
stock distributions. Under the most restrictive of these arrangements,  retained
earnings of $97.2 million are not restricted at September 30, 2002. Thomas is in
compliance with all covenants or other  requirements  set forth in its borrowing
agreements.  In the event of  non-compliance or if Thomas prepays the debt, then
Thomas would incur a penalty.  At September  30, 2002,  the  prepayment  penalty
would have been approximately $2.1 million on a pre-tax basis.

As of September 30, 2002,  the Company had  short-term  borrowing  arrangements.
Thomas currently expects to fund  expenditures for capital  requirements as well
as liquidity  needs from a combination of available  cash  balances,  internally
generated funds, and, if necessary,  short-term  financing  arrangements.  As of
September  30, 2002,  the Company had  available  credit of $120.0  million with
banks under a revolving credit facility, of which $40.0 million was unused. Cash
in excess of operating  requirements will continue to be invested in high grade,
short-term securities.

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

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

The statements contained in the foregoing "Management's  Discussion and Analysis
of Financial  Condition and Results of Operations," as well as other  statements
contained in this Form 10-Q and statements  contained in future filings with the
Securities and Exchange Commission and publicly disseminated press releases, and
statements  which may be made from time to time in the future by  management  of
the Company in presentations to shareholders,  prospective investors, and others
interested in the business and financial



                                       15
<PAGE>

Item 2.  Management's  Discussion  and Analysis - Continued


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

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

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

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

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

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

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



                                       16
<PAGE>



Item 2.  Management's Discussion and Analysis - Continued

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

o    With the August 29, 2002  acquisition  of Rietschle,  the Company is in the
     process of integrating  the Rietschle  business.  There can be no assurance
     that the  integration  will occur in a timely  fashion or in a manner which
     will allow the Company to realize the full  benefit of its  strategies.  As
     part of the  integration  process,  the Company plans on achieving  certain
     synergies. There can be no assurance that the synergies will be realized in
     a timely manner, if at all.

o    With the August 29, 2002 acquisition of Rietschle, the Company has a larger
     percentage of its net assets exposed to foreign currency risks,  when these
     foreign currency risks may adversely affect the Company's results.

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

The Company's  long-term debt bears interest at fixed rates,  with the exception
of the $1.25 million  Industrial  Revenue Bond and the $80.0  million  revolving
credit facility that accrue interest at variable  rates.  Short-term  borrowings
are priced at variable  interest rates. The Company's  results of operations and
cash flows,  therefore,  would only be affected by interest  rate changes to the
extent of  variable  rate debt.  At  September  30,  2002,  $81.25  million  was
outstanding.  A 100 basis point  movement in the  interest  rate on the variable
rate debt of $81.25  million  would result in an $812,500  annualized  effect on
interest expense and cash flows.

The Company also has short-term  investments,  included in cash equivalents,  of
$8.9  million as of  September  30, 2002 that bear  interest at variable  rates.
Therefore,  a 100 basis point  movement in the interest  rate would result in an
approximate $89,000 annualized effect on interest income and cash flows.

The fair value of the  Company's  long-term  debt is estimated  based on current
interest rates offered to the Company for similar instruments. A 100 basis point
movement in the interest rate would result in an approximate $320,000 annualized
effect on the fair value of long-term debt.

The Company has  significant  operations  consisting of sales and  manufacturing
activities in foreign countries.  As a result,  the Company's  financial results
could be  significantly  affected by factors such as changes in foreign currency
exchange rates or changing  economic  conditions in the foreign markets in which
the Company manufactures or distributes its products. Currency exposures for our
Pump  and  Compressor  Segment  are  concentrated  in



                                       17
<PAGE>

Item 3.  Quantitative  and Qualitative Disclosures - Continued

Germany but exist to a lesser  extent in other  parts of Europe,  Asia and South
America. The Lighting Segment currency exposure is primarily in Canada.

Item 4.  Controls and Procedures

              Our Chief  Executive  Officer  and Chief  Financial  Officer  have
              concluded,  based on their evaluation within 90 days of the filing
              date of this report,  that our disclosure  controls and procedures
              are  effective  in  ensuring  that  information   required  to  be
              disclosed  in the  reports  that  we  file  or  submit  under  the
              Securities Exchange Act of 1934 is recorded, processed, summarized
              and reported,  within the time periods specified in the Securities
              and  Exchange  Commission's  rules and  forms.  There have been no
              significant  changes in our internal  controls or in other factors
              that could  significantly  affect these controls subsequent to the
              date of the previous mentioned evaluation.

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


Item 2.  Changes in Securities and Use of Proceeds

              In connection with the Rietschle acquisition,  described in Note B
         to the financial  statements,  on August 29, 2002,  the Company  issued
         1,800,000  treasury  shares of its  common  stock to  Werner  Rietschle
         Holding  GmbH.  This  issuance  was made in reliance on  Regulation  S,
         promulgated under the Securities Act of 1933, as amended.


Item 6.  Exhibits and Reports on Form 8-K


         (a)      Exhibits

                  3(a) Restated Certificate of Incorporation, as amended.

                  10.1  Credit  Agreement  dated  August 28,  2002 among  Thomas
                  Industries Inc., Bank One, Kentucky,  N.A., National City Bank
                  of Kentucky,  Sun Trust Bank,  HVB Banque  Luxembourg  Societe
                  Anonyme,   and  Wells  Fargo  Bank,   N.A.,  as  Lenders  (the
                  "Lenders");  Bank One, Kentucky, N.A., as Administrative Agent
                  for  itself  and the  other  Lenders;  National  City  Bank of
                  Kentucky as Syndication  Agent;  Sun Trust Bank and HVB Banque
                  Luxembourg  Societe Anonyme as  Co-Documentation  Agents;  and
                  Banc One Capital Markets, Inc., as Lead Arranger and Sole Book
                  Runner.

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




                                       18
<PAGE>




         (b)      A Form 8-K was  filed  on  August  29,  2002,  announcing  the
                  acquisition of Werner Rietschle GmbH & Co. KG ("Rietschle").

                  A Form  8-K was  filed  September  12,  2002,  related  to the
                  Rietschle  acquisition,  which included the purchase agreement
                  and credit agreement as exhibits.

                  A form  8-K/A was  filed  November  12,  2002  related  to the
                  Rietschle  acquisition,  which  amended  the  Form  8-K  filed
                  September  12,  2002  to  include   financial   statements  of
                  Rietschle and certain pro forma financial information.



                                       19
<PAGE>




                                    SIGNATURE

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

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



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

Date    November 12, 2002
    -------------------------




                                       20
<PAGE>



                                 CERTIFICATIONS
                                 --------------

I, Timothy C. Brown, certify that:

         1. I have  reviewed  this  quarterly  report  on Form  10-Q  of  Thomas
Industries Inc.;

         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 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 a date within 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  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

                  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  weaknesses in
         internal controls; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
         management  or  other  employees  who  have a  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.

Date:  November 12, 2002

                                                     /s/ Timothy C. Brown
                                                     ---------------------------
                                                     Timothy C. Brown, Chairman,
                                                         President and CEO



                                       21
<PAGE>

                                 CERTIFICATIONS
                                 --------------

I, Phillip J. Stuecker, certify that:

         1. I have  reviewed  this  quarterly  report  on Form  10-Q  of  Thomas
Industries Inc.;

         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 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 a date within 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  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

                  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  weaknesses in
         internal controls; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
         management  or  other  employees  who  have a  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.

Date:  November 12, 2002


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


                                       22