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U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 10-Q

|(Mark One)                                                          
|--------------------------------------------------------------------
|x                                                                   
|                                                                    
|For the quarterly period ended     September 30, 2002               
|                                                                    
|OR                                                                  
|                                                                    
|o                                                                   
|                                                                    
|For the transition period from __________ to __________.            
|                                                                    
|Commission File Number     1-6436                                   
|                                                                    
|FRAWLEY CORPORATION                                                 
|                                                                    
|(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)              
|                                                                    
|Delaware                                                            
|                                                                    
|(STATE OR OTHER JURISDICTION OF INCORPORATION)                      
|                                                                    
|5737 Kanan Rd. PMB # 188, Agoura Hills, California                  
|                                                                    
|(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                            
|                                                                    
|(818) 735-6640                                                      
|                                                                    
|(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)                
|                                                                    
|                                                                    
|                                                                    
|(FORMER NAME, ADDRESS AND FISCAL YEAR, IF CHANGED SINCE LAST REPORT)
|                                                                    

Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|Yes x | No o
|----- | ----

Indicate the number of shares outstanding of
each of the issuers classes of common stock, as of the close of the latest practicable date.

|Class                      |  | Outstanding at September  30, 2002
|-------------------------- |  | ----------------------------------
|                           |  |                                   
|Common stock, par value $1 |  | 1,222,905                         
|                          
|Total Number of Pages 12  

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FRAWLEY CORPORATION AND SUBSIDIARIES

INDEX

|                                  | PAGE NO.                                                                            
|--------------------------------- | ------------------------------------------------------------------------------------
|                                  |                                                                                     
|PART I:     FINANCIAL INFORMATION |                                                                                     
|                                  |                                                                                     
|                                  | Item 1:                                                                             
|                                  |                                                                                     
|                                  | Consolidated Balance Sheets September 30, 2002 and December 31, 2001                
|                                  |                                                                                     
|                                  | Consolidated Statements of Operations Three Months ended September 30, 2002 and 2001
|                                  |                                                                                     
|                                  | Consolidated Statements of Operations Nine Months Ended September 30, 2002 and 2001 
|                                  |                                                                                     
|                                  | Consolidated Statements of Cash Flows Nine Months Ended September 30, 2002 and 2001 
|                                  |                                                                                     
|                                  | Notes to Consolidated Financial Statements                                          
|                                  |                                                                                     
|                                  | Item 2:                                                                             
|                                  |                                                                                     
|PART II:    
OTHER INFORMATION    |                                                                                     
|                                  |                                                                                     
|                                  | Item 1:                                                                             
|                                  |                                                                                     
|                                  | Item 5:                                                                             
|                                  |                                                                                     
|                                  | Item 6:                                                                             
|                                  |                                                                                     
|SIGNATURES                        | 12                                                                                  

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ITEM I:  FINANCIAL STATEMENTS FRAWLEY CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS (UNAUDITED)

|                                                                                                                                      |  | SEPTEMBER 30, 2002 |             | DECEMBER 31, 2001 |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | ----------------- | -
|                                                                                                                                      |  |                    |             |                   |  
|                                                                                                                                      |  | (Unaudited)        |             |                   |  
|ASSETS                                                                                                                                |  |                    |             |                   |  
|CURRENT ASSETS                                                                                                                        |  |                    |             |                   |  
|Cash                                                                                                                                  |  |                    | 6,000       |                   | $
|Accounts receivable, net                                                                                                              |  |                    | 6,000       |                   |  
|Prepaid expenses and other deposits                                                                                                   |  |                    | 41,000      |                   |  
|Current assets of discontinued operations                                                                                             |  |                    | 563,000     |                   |  
|                                                                                                                                      |  |                    |             |                   |  
|TOTAL CURRENT ASSETS                                                                                                                  |  |                    | 616,000     |                   |  
|Real estate investments, net                                                                                                          |  |                    | 1,291,000   |                   |  
|Non-current assets of discontinued operations                                                                                         |  |                    | 8,000       |                   |  
|                                                                                                                                      |  |                    |             |                   |  
|TOTAL ASSETS                                                                                                                          |  | $                  | 1,915,000   |                   | $
|                                                                                                                                      |  |                    |             |                   |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                 |  |                    |             |                   |  
|CURRENT LIABILITIES                                                                                                                   |  |                    |             |                   |  
|Notes payable to stockholders                                                                                                         |  | $                  | 2,651,000   |                   | $
|Accounts payable and accrued expenses                                                                                                 |  |                    | 1,261,000   |                   |  
|Environmental reserve                                                                                                                 |  |                    | 78,000      |                   |  
|Current liabilities of discontinued operations                                                                                        |  |                    | 406,000     |                   |  
|                                                                                                                                      |  |                    |             |                   |  
|TOTAL CURRENT LIABILITIES                                                                                                             |  |                    | 4,396,000   |                   |  
|LONG TERM LIABILITIES                                                                                                                 |  |                    |             |                   |  
|Environmental reserve                                                                                                                 |  |                    | 1,424,000   |                   |  
|                                                                                                                                      |  |                    |             |                   |  
|TOTAL LIABILITIES                                                                                                                     |  |                    | 5,820,000   |                   |  
|STOCKHOLDERS DEFICIT:                                                                                                                |  |                    |             |                   |  
|Preferred stock, par value $1 per share:                                                                                              |  |                    |             |                   |  
|Authorized, 1,000,000 shares; none issued Common stock, par value $1 per share; Authorized, 6,000,000 shares, issued 1,414,217
shares |  |                    | 1,414,000   |                   |  
|Capital surplus                                                                                                                       |  |                    | 16,986,000  |                   |  
|Accumulated deficit                                                                                                                   |  |                    | (21,544,000 | )                 |  
|                                                                                                                                      |  |                    |             |                   |  
|                                                                                                                                      |  |                    | (3,144,000  | )                 |  
|Less common stock in treasury, 191,312 shares (at cost)                                                                               |  |                    | (761,000    | )                 |  
|                                                                                                                                      |  |                    |             |                   |  
|TOTAL STOCKHOLDERS DEFICIT                                                                                                           |  |                    | (3,905,000  | )                 |  
|                                                                                                                                      |  |                    |             |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                           |  | $                  | 1,915,000   |                   | $
|                                                                                                                                      |  |                    |             |                   |  

See notes to consolidated financial statements.

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FRAWLEY CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

|                                                     |  | Three Months Ended  September 30, |          
|---------------------------------------------------- |  | --------------------------------- | ---------
|                                                     |  |                                   |          
|                                                     |  | 2002                              |          
|                                                     |  |                                   |          
|REVENUES:                                            |  |                                   |          
|Net revenues                                         |  | $                                 | 1,000    
|                                                     |  |                                   |          
|COSTS AND EXPENSES:                                  |  |                                   |          
|Cost of operations                                   |  |                                   |         
|Selling, general and administrative expenses         |  |                                   | 55,000   
|Interest expense                                     |  |                                   | 67,000   
|Loss from sale of real estate                        |  |                                   |         
|                                                     |  |                                   |          
|TOTAL COSTS AND EXPENSES                             |  |                                   | 122,000  
|                                                     |  |                                   |          
|LOSS FROM CONTINUING OPERATIONS                      |  |                                   | (121,000 
|LOSS FROM DISCONTINUED OPERATIONS                    |  |                                   | (45,000  
|                                                     |  |                                   |          
|NET LOSS                                             |  | $                                 | (166,000 
|                                                     |  |                                   |          
|L0SS PER SHARE FROM CONTINUING OPERATIONS            |  | $                                 | (0.10    
|                                                     |  |                                   |          
|NET LOSS PER SHARE, COMMON                           |  | $                                 | (0.14    
|                                                     |  |                                   |          
|FULLY DILUTED                                        |  | $                                 | (0.14    
|                                                     |  |                                   |          
|Weighted average number of common shares outstanding |  |                                   | 1,222,905
|                                                     |  |                                   |          

See notes to consolidated financial statements.

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FRAWLEY CORPORATION AND SUBSIDIARIESCONSOLIDATED STATMENTS OF OPERATIONS (UNAUDITED)

|                                                     |  | Nine Months Ended  September 30, |          
|---------------------------------------------------- |  | -------------------------------- | ---------
|                                                     |  |                                  |          
|                                                     |  | 2002                             |          
|                                                     |  |                                  |          
|REVENUES:                                            |  |                                  |          
|Net operating revenues                               |  | $                                | 11,000   
|                                                     |  |                                  |          
|COSTS AND EXPENSES:                                  |  |                                  |          
|Cost of operations                                   |  |                                  |         
|Selling, general and administrative expenses         |  |                                  | 175,000  
|Interest expense                                     |  |                                  | 190,000  
|Loss from sale of real estate                        |  |                                  |          
|                                                     |  |                                  |          
|TOTAL COST AND EXPENSES                              |  |                                  | 365,000  
|                                                     |  |                                  |          
|LOSS FROM CONTINUING OPERATIONS                      |  |                                  | (354,000 
|INCOME FROM DISCONTINUED OPERATIONS                  |  |                                  | 506,000  
|                                                     |  |                                  |          
|NET INCOME/(LOSS)                                    |  | $                                | 152,000  
|                                                     |  |                                  |          
|L0SS PER SHARE FROM CONTINUING OPERATIONS            |  | $                                | (0.29    
|                                                     |  |                                  |          
|NET INCOME/(LOSS) PER SHARE, COMMON                  |  | $                                | 0.12     
|                                                     |  |                                  |          
|FULLY DILUTED                                        |  | $                                | 0.12     
|                                                     |  |                                  |          
|Weighted average number of common shares outstanding |  |                                  | 1,222,905
|                                                     |  |                                  |          

See notes to consolidated financial statements.

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FRAWLEY CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

|                                                                                     |  | Nine Months Ended  September 30, |         
|------------------------------------------------------------------------------------ |  | -------------------------------- | --------
|                                                                                     |  |                                  |         
|                                                                                     |  | 2002                             |         
|                                                                                     |  |                                  |         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                |  |                                  |         
|Net Loss                                                                             |  | $                                | 152,000 
|                                                                                     |  |                                  |         
|Adjustments to reconcile net income/(loss) to net cash used in operating activities: |  |                                  |         
|Gain on sale of assets                                                               |  |                                  | (781,000
|Loss on sale of real estate                                                          |  |                                  |        
|Depreciation                                                                         |  |                                  |        
|Change in net assets of discontinued operations                                      |  |                                  | (28,000 
|Change in net liabilities of discontinued operations                                 |  |                                  | 121,000 
|Changes in operating assets and liabilities:                                         |  |                                  |         
|Short and long-term accounts receivable, net                                         |  |                                  | (6,000  
|Prepaid expenses and deposits                                                        |  |                                  | 25,000  
|Accounts payable and accrued expenses                                                |  |                                  | 168,000 
|Unearned revenue                                                                     |  |                                  |        
|                                                                                     |  |                                  |         
|TOTAL ADJUSTMENTS                                                                    |  |                                  | (501,000
|                                                                                     |  |                                  |         
|NET CASH USED IN OPERATING ACTIVITIES                                                |  |                                  | (349,000
|                                                                                     |  |                                  |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                |  |                                  |         
|Real estate investments                                                              |  |                                  | (15,000 
|                                                                                     |  |                                  |         
|CASH FLOWS FROM FINANCING ACTIVITES:                                                 |  |                                  |         
|Short-term debt borrowings                                                           |  |                                  | 235,000 
|Proceeds from sale of real estate                                                    |  |                                  |        
|                                                                                     |  |                                  |         
|NET CASH PROVIDING BY FINANCING ACTIVITIES                                           |  |                                  | 235,000 
|                                                                                     |  |                                  |         
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                              |  |                                  | (129,000
|CASH, BEGINNING OF PERIOD                                                            |  |                                  | 135,000 
|                                                                                     |  |                                  |         
|CASH, END OF PERIOD                                                                  |  | $                                | 6,000   
|                                                                                     |  |                                  |         

See notes to consolidated financial statements.

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FRAWLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|NOTE 1: | In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position as of
September 30, 2002, and the results of operations and changes in cash flows for the nine months then ended.
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                        
|NOTE 2: | The results of operations for the nine months ended September 30, 2002 as compared to the results of 2001 are not necessarily indicative of results to be expected for the full
year.                                                                                                  

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FRAWLEY CORPORATION AND SUBSIDIARIES

|ITEM 2
: | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|-------- | -------------------------------------------------------------------------------------

Real
Estate

| | For the quarter ended September 30, 2002, the real estate operating loss was $87,000 compared to a loss in 2001 of $143,000. During the nine months ended September 30, 2002, real
estate losses were $255,000 as compared to a loss of $324,000 for the same period in 2001. Real estate losses continue as the Company incurs carrying costs and costs of improvements required to sell the property.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                        
| | Although the Company is actively seeking a buyer for its undeveloped real estate, the County of Los Angeles has adopted more stringent rules covering the development of raw
land.  These revised regulations have made it more difficult to develop the Companys property.                                                                                                                           

Specialized Health Services

| | Due to the Hospitals continued losses and its inability to pay interest on its secured $1,022,000 loan on the hospital property for more than a year, the Board of
Directors of the Company has unanimously voted to sell or close this business in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Effective February 1, 2002, the Company entered into a Settlement Agreement with a related party holding outstanding notes payable in the amount of $1,022,000, secured by the
Hospital property in Seattle, Washington. Under the terms of the agreement, the Company sold the Hospital land, building and related property and equipment to the related party for a purchase price in the amount of the principal of the notes
($1,022,000) and accrued interest  ($174,000). Also effective February 1st, 2002, the Company entered into a lease agreement with the related party whereby the Company is permitted to lease the Hospital facility for 36 months, with
an option to repurchase the property from the related party at an amount equal to the original principal indebtedness plus accumulated interest and attorneys fees.                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | The original principal amount of indebtedness of $1,022,000 was owed to Frances Swanson, individually, and Frances Swanson Successor Trustee of the Frawley Family Trust. Frances
Swanson is the Chairmans sister.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | On October 1st 2002, the Company entered into asset sale of the Schick Program to a non-related third party group of former patients of the Hospital program in the
amount of $316,000. The sales price comprised of $50,000 in cash, a note receivable for $250,000 for a term of five years at an interest rate of 8% per annum and a 5% interest in the new owners limited partnership. The Company recorded a gain
on the sale of approximately $158,000.  As part of the asset sale, the new owners acquired the same option to purchase the Hospital real estate as the Company had. In addition, the Company allowed the new owners to operate the Hospital program
under the existing state and federal permits until such time the new owners could obtain their own. In January 2003, the Company was informed that the new owners had obtained all the necessary permits to operate the Hospital and ceased using the
Companys permits.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | To complete the sale, the Companys Chairman agreed to release the company from its indebtedness to him in the amount of $55,000 and agreed to a new                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|                                | note of $55,000 to be paid by the new owners at the end of 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                | During the three months ended September 30, 2002, the health care discontinued operations loss was approximately $45,000 compared with a loss of 99,000 in 2001.  For
the nine months ended September 30, 2002, the health care discontinued operations net income was approximately $506,000.  The net income reflects a gain from the Settlement Agreement of $781,000, which resulted from the reduction of debt
in the amount of $1,022,000 and accrued interest of $174,000 less the net book value of assets sold for $415,000.  If the Company had not entered into the Settlement Agreement, the net loss for the Hospital would have been $275,000 for the nine
months ended September 30, 2002 as compared to a loss of $117,000 for the same period in 2001.
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Liquidity and Capital Resources
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                | The Companys recurring losses from continuing operations led to its decision to discontinue the Hospital operations. Difficulties in generating cash flow sufficient to
meet its obligations raise substantial doubt about the Companys ability to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                | Real estate and corporate overhead continue to produce losses that the operating business is unable to absorb. The required investments in real estate are currently funded by
loans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                | The Company continues to incur legal expenses and had an obligation in 2002 to contribute to the Chatham Brothers toxic waste cleanup lawsuit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                | Servicing outstanding debt continues to be a significant burden on the Companys operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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PART II - OTHER INFORMATION

| | ITEM 1: | Legal Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |         | The Company is named as a defendant in the Chatham Brothers toxic waste cleanup lawsuit.  In February 1991, the Company was identified as one of many Potentially
Responsible Parties (PRPs) in the Chatham Brothers toxic waste cleanup site case, filed by the State of California - Environmental Protection Agency, Department of Toxic Substances Control (DTSC) and involving the Hartley Pen Company
previously owned by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |         | On December 31, 1991, the Company and approximately 90 other companies were named in a formal complaint.  The Company joined a group of defendants, each of whom was so
notified and which are referred to as Potentially Responsible Parties (PRPs) for the purpose of negotiating with the DTSC and for undertaking remediation of the site.  Between 1995 and 1998, the State of California adjusted the estimated cost
of remediation on several occasions. As a result, the Company has increased their recorded liability to reflect their share of the changes. In January of 1998, the final remediation plan was approved by the State and in January of 1999, the
PRPs consented to it, as well as the allocation of costs, and the consent decree was approved by the Court. As of September 30, 2002, the Company had paid over $570,000 into the PRP group and had a cash call contribution payable of $131,000.
In addition, the Company carried accrued short-term and long-term liabilities of $78,000 and $1,424,000, respectively.
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |         | The Company is in dispute with its 1988 licensee over the trademark Classics Illustrated. In 1998, the Company terminated its license agreement for breach of
contract. The licensee has objected to the termination stating that the Company failed to notify the licensee of a potential problem with the trademark in Greece. A Greek court has ruled against a sub licensee in Greece. The Company believes that
the license agreement supports that it adequately notified the licensee but would have to investigate the international trademark involving Classics Illustrated.  Management believes that there is no probable risk of loss related to
this dispute.                                                                                                                                                                                                                                                                                                                                                                      
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ITEM 5: | Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |         | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |         | During the nine months ended September 30, 2002, Michael Frawley, Chairman of the Board, loaned the Hospital $55,000 to meet short term operating cash flows.  The loan was
secured by the Hospitals assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |         | In the third quarter of 2002, Frances Swanson, Trustee of the Frawley Family Trust, loaned the Corporation funds to meet short term operating expenses. The loan was secured by
the Companys real estate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |         | The following loan was made:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |         | September 26th,
2002                              $ 13,000.00                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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| | ITEM 6: | Exhibits and Reports on Form 8-K                                              
| | ------- | ------------------------------------------------------------------------------
| |         |                                                                               
| |         | Exhibit 99.1  Certification of CEO and CFO                                   
| |         |                                                                               
| |         | No reports on form 8-K were filed during the quarter ended September 30, 2002.

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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.

|                       | FRAWLEY CORPORATION |                                                                                
|---------------------- | ------------------- | -------------------------------------------------------------------------------
|                       |                     |                                                                                
|                       | (REGISTRANT)        |                                                                                
|                       |                     |                                                                                
|Date:     May 09, 2003 | By:                 | /s/ MICHAEL P. FRAWLEY                                                         
|                       |                     |                                                                                
|                       |                     | MICHAEL P. FRAWLEY, President (Authorized Officer and  Chief Financial Officer)

12