UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

FORM 10 KSB


Annual Report Pursuant To Section 13 Or 15(D)
Of The Securities Exchange Act Of 1934

For the fiscal year ended: December 31, 2002

Commission file number:  0-12227

                   Sutron Corporation
(Exact name of registrant as specified in its charter.)

        	Virginia				  54-1006352
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

21300 Ridgetop Circle, Sterling Virginia           20166
(Address of principal executive offices)       	(Zip Code)

                   (703) 406-2800
(registrants telephone number, including area code)

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

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form,
and no disclosure will be contained, to the best of registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or
any amendments to this Form 10-KSB. [  ]

Issuer's revenues for its most recent fiscal year were
$10,202,658.

The aggregate market value of the voting stock held by non-
affiliates as of March 31, 2003 was approximately $1,166,000
based on the fair market value of such stock.

The number of shares outstanding of the issuer's
Common Stock, $.01 par value, as of March 31, 2002 was 4,289,551.


Documents Incorporated by Reference
Portions of the registrants definitive proxy statement dated
April 14, 2003 are incorporated in Part III as set forth herein.

PART I

Item 1.  Business

Business Development

Sutron Corporation, incorporated in 1975, is an environmental
monitoring firm. The Company designs and manufactures
environmental monitoring and control systems for use by
government agencies and industry. The Companys business is to
provide real-time data collection,
telemetry, and technical expertise to monitor, control, manage,
and forecast activities in the areas of hydrology, meteorology
and water management.

Business

The Company offers products and professional services in the
areas of hydrology, meteorology and water mangement.  Sutron's
products consist of sensors, data collection platforms (DCP's)
and remote terminal units (RTU's) with telemetry capability and
system and application software.  Sutron provides services in
the integration and installation of turnkey real-time data
collection systems, the support of Sutron's data management
software and in the maintenance and repair of field site
sensors and data collection platforms. Sutron's customers
include a diversified base of federal, state and foreign
government agencies, universities, the Department of Defense
and hydropower companies.

Products

The Hydromet Products Division manufactures data
collection platforms,
remote terminal units and sensors. Sutron's data collection
platforms and remote terminal units collect and transmit sensor
data to central facilities by radio, telephone, cable, fiber
optics, or microwave. Sutron's sensors support the collection
of hydrological and meteorological data and include a tipping
bucket rain gauge, a barometric pressure sensor, a temperature
sensor, and several water level sensors. The Companys
equipment is compatible with sensors from other companies.
Sutron has long-standing relationships with suppliers for wind
speed and wind direction, water quality, humidity and solar
radiation sensors.

The Company received an ISO 9001 certification on
March 12, 1999. The Companys principal products are
described below.

8200/8210 Data Logger/Transmitter

The 8200/8210 Data Logger/Transmitter is a simple-to-
operate, low-cost data collection platform which supports a
wide variety of telemetry applications.  The 8200/8210 is
environmentally hardened, capable of operating from -40 C to 60
C, making it ideal for remote locations. As a data recorder,
the 8200/8210 will store over 65,000 readings in battery backed
memory.  The 8200/8210 supports a wide variety of
communications, including radio, satellite, and telephone.  The
Telephone/Voice Synthesis option allows communications over
standard telephone circuits using either a synthesized voice
message or a modem connected to a computer terminal.

8400 Digital Data Logger

The 8400 Digital Data Recorder consists of a shaft encoder
and data logger integrated into a single enclosure that is
compatible with the accessories of older analog water level
recorders which it was designed to replace. The 8400 is a low
cost, low maintenance system that reduces te time required for
site servicing and data processing and makes water level
monitoring networks more efficient.

Accubar Gauge Pressure Sensor

The Accubar Gauge Pressure sensor is a highly accurate solid state
pressure transducer capable of measuring air/dry gas pressures
from 0 to 22 psi with a maximum pressure of 35 psi.  It is housed
in an aluminum case and with its low power consumption and low
maintenance requirements, it is ideal for remote monitoring
applications.

AccuBubble Self-Contained Bubbler

The AccuBubble Self-Contained Bubbler is a mercury-free and
nitrogen-free bubbler apparatus designed for low maintenance
water level measuring. Using the Sutron Accubar Pressure Sensor
as the control and sensing element makes the AccuBubble a very
stable and highly accurate water level measuring device.
The AccuBubble uses power conservation techniques to minimize
current consumption. The bubbler purges the orifice line prior to
each measurement. This eliminates the need for a constant bubble rate,
which has been known to consume excessive power. In addition, the
purging sequence prevents debris build up in the orifice line.
The AccuBubble uses an oil-less, non-lubricated piston and cylinder
compressor. This type of compressor is designed to give consistent
air delivery without the use of a diaphragm which can rupture over time.
The AccuBubble uses the SDI-12 communications protocol as the control
interface. This allows the unit to be configured by any data loggers
supporting the SDI-12 standard.

SatLink G312-1

The SatLink G312-1 is a high data rate satellite transmitter that
transmits at 100, 300 and 1200 baud and uses GPS. The unit was
certified by NESDIS in July 2001.  SatLink relays data from even
the most remote sensors and loggers to everywhere around the globe
and works with virtually all dataloggers. SatLink is programmable
from any PC using software provided with the unit. Our GOES satellite
customers are mandated by NESDIS to purchase high data rate satellite
transmitters and to replace all old 100 baud transmitters within a
ten-year period.

Xpert and XLite Dataloggers

The Xpert Datalogger/controller is the Companys next generation datalogger.
It is built upon a  Microsoft CE operating system, has a 486
processor, C plus plus programming and standard 2 MB memory that is
expandable to over 1 gigabyte.   It enables the Company to enter closely
related environmental markets such as tides and weather monitoring.  The
XLite, a derived product based on the Xpert, does not have a display but
is similarly capable.  The XLite was  released at the end of 2001.

Systems Integration Services and Software

The Company provides system integration services which include
the sale of Sutron's real-time database software (XConnect), the
design and development of customer-specific
hardware configurations and software applications, and long-
term software support for XConnect users.  This
capability allows the Company to provide turnkey hydrological
and meteorological systems to a variety of users.

Hydrological Services

The Company provides hydrological services which include provides data
interpretation and analysis services, flow modeling (low flow, rainfall
runoff, unsteady flow routing, water surface profiles), field studies
(time of travel, diffusion, dispersion, calibration of flow control
structures, site location), hydrologic studies (water budget,
regression analysis, basin inventory studies) and environmental
permitting and legal or expert witness.


Distribution Methods of Products and Services

The Companys products and services are currently sold in the
United States by the Companys direct sales force.  As of
December 31, 2002, the Company employed seven salaried sales and
marketing personnel, including four engaged directly in field
sales activities, and three in various other marketing and sales
support functions.  Internationally, the Company utilizes
sales agents to sell its products and services.

Customers

During 2002, approximately 52% of the Companys products and
services were sold to the Federal Government.  Revenues in 2002
among the various agencies were as follows: U.S. Army Corps of
Engineers, 12%; Department of Defense, 5%; Department of
the Interior, 26%; Department of Commerce, 5% and various
other agencies of the federal government, 4%.  The revenues
from the Corps of Engineers were spread among some ten (10)
separate Districts, and the revenues from the Department of
the Interior among two (2) agencies, the U.S. Geological
Survey and the Bureau of Reclamation.

The Company also performed on various contracts of foreign
origin.  Total revenues from foreign customers amounted to
approximately 29% of total revenues in 2002, 12% of total
revenues in 2001 and 32% in 2000. Sutron actively markets
its products and services internationally.

Contracts for products or services with federal, state and
local government agencies typically allow for termination at
the convenience of the government and for audit and annual
negotiation of overhead rates.  Upon termination, the Company
would be entitled to reimbursement for allowable costs incurred
and to a proportionate share of profits or fees earned to the
date of termination.  Such contracts are also typically
dependent upon compliance by the contractor with applicable
civil rights, equal employment opportunity, and contract
procurement requirements.

The Company at this time has no reason to believe that any
material changes will occur in the
foreseeable future with respect to federal, state, or local
government programs or services with respect to which the
Company has been granted its contracts or provides its
services.  However, due to changes in administration, national
goals and budgetary restrictions, funding of such programs or
services could be altered or abolished.  If a substantial cut-
back in the level of funding by the applicable government
agency were to occur, it would have a material adverse effect
on the Company.

Competition

The Company is aware of both domestic and foreign competitors
offering complete real-time networks of their own and
companies which fabricate real-time networks from components
manufactured by themselves and others. The Company is also
aware of numerous additional firms, ranging in size from large
to small, from general to highly specialized, and from new to
well established, offering competitive sensors and other
instruments, DCPs, telemetry equipment, satellite and other
electronic equipment, and software.

Several of these companies have financial, research and
development, marketing, management and technical resources
substantially greater than those of the Company.  The Company
may also be at a competitive disadvantage because it purchases
certain sensors and other equipment components, as well as
computer hardware and peripheral equipment, from manufacturers
who are or may become competitors with respect to one or more
of the Companys products.

The Company, with respect to its professional engineering and
technical services, is in competition with numerous diverse
engineering and consulting firms, many of which have larger
staffs and facilities, and are better known, have greater
financial resources, and have more experience than the Company.
As to its hydrological services, the Company is aware that many
firms offer maintenance services; some of these companies have
 larger staffs, are better equipped, and have greater financial,
 marketing and management resources than the Company.

Price, performance and integration capabilities are believed by
the Company to be the primary competitive factors with respect
to all of its products and services.

Research and Development

During the three years ended December 31, 2002, 2001, and 2000,
Sutron's internally funded research and development costs were
$1,480,706, $1,434,129 and $1,352,506 respectively.

In 2002, the company released a logger version of the SatLink-G312-1.
The SatLink-G312-1 is a high data rate satellite transmitter that
transmits at 100, 300 and 1200 baud and uses GPS. The logger
version has added the capability to the SatLink unit to function
as a logger for certain datalogging applications. Our GOES satellite
customers are mandated by NESDIS to purchase high data rate satellite
transmitters and to replace all old 100 baud transmitters within a
ten-year period effective July 2001.

The Company released the Xpert and XLite dataloggers in 2001.
These dataloggers use Microsoft CE as the operating systems and
 enabled the Company to enter closely related environmental markets
such as tides and weather monitoring.  The XLite, a derived product
 based on the Xpert, has less I/O capability but is less expensive
as well.  The Companys development efforts in 2002 were focused
primarily on developing tidal monitoring applications based on these
 products that were instrumental in winning orders in 2002 of
approximately  $450,000 from the National Ocean Survey for
tides systems.

 In 2002, the Company released XConnect, a base station software
application that is compatible with leading database software
including Oracle and Microsoft SQL Server.  The Company
anticipates significant revenues in 2003 as customers upgrade
their systems software from PC Base II to XConnect.

Patents, Trademarks, Copyrights and Agreements

Although the Company does not deem patent protection to be of
significant importance to its industry, it has and may in the
future seek patents for certain of its products, real-time
networks, and technology as well as Company software products,
real-time networks, and technology.  Company software products
and innovations may not be patentable but may be subject to
automatic but limited copyright protection.  The Company has
 treated its products, real-time networks, technology and
software as proprietary and relies on trade secret laws and
internal non-disclosure safeguards rather than making their
designs and processes generally available to the public by
applying for patents.  Further, the Company believes that,
because of the rapid pace of technological change in the
computer, electronics and telecommunications industries, patent
and copyright protection is of less significance than factors
such as the knowledge and experience of Company personnel and
their ability to design and develop enhanced and new products,
real-time networks and their components.

Raw Materials

The raw materials used by the Company, such as electronic
components and fabricated parts, are generally available from a
wide variety of sources at competitive prices. The Company does
not anticipate that its present or proposed business activities
would be substantially adversely affected by the scarcity of
any raw materials.

Backlog

The Companys backlog at December 31, 2002 was $2,784,499 as
compared with $1,615,236 at December 31, 2001.  The Company
anticipates that 75% of its 2002 year-end backlog will be
shipped in 2003.

Employees

The Company had a total of 57 employees as of December 31,
2002 of which 56 were full time.

Item 2.  Properties

On July 30, 1992, the Company entered into a five and one-half
year lease, for approximately 17,000 square feet of
manufacturing and office space in Sterling, Virginia.  The
lease commenced on October 23, 1992.  This facility allowed the
Company to consolidate it's manufacturing, systems integration,
research and development, and sales and administration
departments into one building.  An option for an additional five
years was exercised in 1997.  An option for an additional
three years was exercised in November 2002.  The lease will
expire in March 2006.

In July, 1999, the Company leased additional space of approximately
7,000 square feet in Sterling, Virginia.  Two departments, integrated
systems and research and development were relocated to the new space
during fiscal year 2000 in order to provide increased production and
warehouse space at the corporate headquarters. The lease expires in
March 2003 and has been renewed for three more years and will expire
in March 2006.

The Company entered into a lease agreement in October 2002 for
approximately 3800 square feet of office and warehouse space in West
Palm Beach, Florida. The four year lease expires in October 2006. The
Hydrological Services division will use this space which consists of
both office and warehouse space.

The Company believes that its facilities are adequate for its
present needs and that its properties are in good condition,
well maintained and adequately insured.

Item 3.  Legal Proceedings

The Company is not a party to any pending legal proceeding nor
is its property the subject of a pending legal proceeding.

Item 4.  Submission of Matters To A Vote of Security Holders

No matter was submitted during the fourth quarter of 2002 to a
vote of the Companys security holders, either through the
solicitation of proxies or otherwise.

PART II

Item 5.  Market for Common Equity and Related Stockholder
Matters

(a)  Market Information

The common stock of Sutron Corporation is quoted over the
counter through the NASD Bulletin Board supplied by the
National Association of Securities Dealers, Inc. under the
symbol STRN, and through the Pink Sheet Service of the National
Quotation Bureau, Inc.  The following table shows the high and
low bid quotations in 2002 and 2001 by quarter as reported by
the National Quotation Bureau, Inc. and the National
Association of Securities Dealers, Inc.  These quotations
represent prices between dealers in securities, do not include
retail mark-ups, mark-downs, or commissions and do not
necessarily represent actual transactions.

<TABLE>
MARKET INFORMATION
<CAPTION>

					2002			2001
				HIGH		LOW		HIGH		LOW
<C>				<S>		<S>		<S>		<S>
First Quarter		$.79		 $.43		$1.13		 $.63
Second Quarter		 1.05		  .58        1.01		  .51
Third Quarter	 	 1.01		  .70		 1.55		  .60
Fourth Quarter	 	 1.20		  .55 	 2.99		  .65

</TABLE>

 (b)  Approximate Number of Equity Shareholders:
Title of Class: Common Stock, $.01 par value
Approximate Number of Record Holders At March 31, 2003: 715

 (c)  Dividends:
The Company has never paid a dividend on its common stock and the Board of
Directors intends for the foreseeable future to retain all earnings for use
in the Companys business.

Item 6.  Management's Discussion and Analysis of Financial
Condition and Results of Operations


The following discussion contains forward-looking statements, which reflect
the current views of the Company with respect to future events that could
have an effect on its future financial performance.  These statements may
 include such words as "expects," "believes," "estimates," and similar
expressions.  These forward-looking statements are subject to various
 risks and uncertainties that could cause actual results to differ materially
 from historical results or those currently anticipated.  Readers are
cautioned not to place undue reliance on these forward-looking statements.

 The following table sets forth, for the periods presented, certain income
 statement data of the Company expressed as a percentage of revenues:

<TABLE>
				Percentage of Revenues
<CAPTION>

				2002		2001		2000
<S>	  			<C>	 	<C>	 	<C>
Revenues			100.0%	100.0%	100.0%
Cost of sales		 66.2		62.8		62.6
Gross profit		 33.8		37.2		37.4
Selling, general and
administrative expenses	 21.8		22.7		24.8
Research and
Development expenses	 14.5		14.0		13.6
Operating income		 (2.5)	  .5		(1.0)
Interest expense		   .5		  .6		  .4
Income before
 income taxes		 (3.0)	(.1)		(1.4)
Income taxes (benefit)	 (1.9) 	(.7) 		(1.0)
Net income			 (1.1)%	  .6%	       (.4)%

</TABLE>

Fiscal 2002 Compared to Fiscal 2001

Results of Operations

The Companys revenues decreased .5% to $10.2 million from
$10.25 million in 2001.

Revenues from sales to domestic customers decreased in 2002 to $7.25
million from  $9.05 million  in 2001, a decrease of 19.5%.  Export
sales increased to $2.95 million in 2002 from $1.2 million in 2001.
The Company was awarded major international projects in India, China
and Mexico in 2002.  The company also made shipments of approximately
$548,000 to customers in Canada in 2002.  The Company believes that
export sales will continue to improve in 2003 and will exceed $3 million
due to the introduction of new products and systems sofware and
increased international opportunities.

Datalogger/Transmitter product sales decreased 27% to $3.6 million in
2002 from $4.95 million in 2001.  The decrease was due to weak customer
demand as a result of operational problems with the NOAA/NESDIS GOES
satellite receiving facility and our customers not being able to
obtain satellite station assignments from NESDIS.  Systems sales and
services increased 39% to $3.2 million in 2002 from $2.3 million
reflecting the increase in international projects.  Sales of sensor
and accessory products increased 14% to $3.3 million from $2.9 million.
Hydrological services revenues were approximately $100,000 in both
years.  The Company anticipates revenue of approximately $1 million from
this division in 2003 as it won four major, multi-year contracts in 2002.

The Companys largest customers in each of years 2002 and 2001 was
Department of the Interior, the principal agencies being the
US Geological Survey and the Bureau of Reclamation, which accounted
for 26% and 39% of revenues, respectively.  Commercial and international
revenues represented 48% of revenues in 2002 versus 44% in 2001.

Gross Profit

Gross profit for 2002 decreased 9% to $3.45 million from $3.8 million
in 2001.  Gross margin as a percentage of revenues for 2002 decreased
to 33.8% as compared to 37.2% in 2001.  The decrease in gross margin in
2002 is a result of write-offs of obsolete inventory totaling $180,000
and manufacturing problems relating to the SatLink-G312-1 High Data Rate
satellite transmitter.  The Company switched suppliers in mid 2002 in
order to lower costs and improve efficiency of manufacturing the
SatLink-G312-1.  The Company began to see improved results in late 2002
and expects further improvements in fiscal year 2003. The Companys
gross margin is dependent on product costs, product mix and overhead
expenses, all of which fluctuate from year to year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased 4% to $2.2
million in 2002 from $2.3 million in 2001.  Selling, general and
administrative expenses as a percentage of revenues decreased to 21.8%
in 2002 from 22.7% in 2001 due primarily to a reduction in marketing
expenditures and the reduction of one sale position.

Research and Development Expenses

Research and development expenses increased 3% to $1.48 million in
2002 from $1.43 million in 2001.  Research and development expenses
as a percentage of revenues increased to 14.5% in 2002 from 14% in 2001.
In 2002, the company released a logger version of the SatLink-G312-1.
The SatLink-G312-1 is a high data rate satellite transmitter that
transmits at 100, 300 and 1200 baud and uses GPS. The logger version
has added the capability to the SatLink unit to function as a logger
for certain datalogging applications. Our GOES satellite customers
are mandated by NESDIS to purchase high data rate satellite transmitters
and to replace all old 100 baud transmitters within a ten-year period
effective July 2001.

The Company released the Xpert and XLite
dataloggers in 2001.  These dataloggers use Microsoft CE as the
operating system and have enabled the Company to enter closely related
environmental markets such as tides and weather monitoring.  The XLite,
a derived product based on the Xpert, has less I/O capability but is
less expensive as well.  The Companys development efforts in 2002
were focused primarily on developing tidal monitoring applications
based on these products that were instrumental in winning orders
in 2002 of approximately  $450,000 from the National Ocean Survey
for tides systems.

In 2002, the Company released XConnect, a base
station software application that is compatible with leading database
software including Oracle and Microsoft SQL Server.  The Company
anticipates significant revenues in 2003 as customers upgrade their
systems software from PC Base II to XConnect.

Other Income (Expense)

Other income and expenses consisted of interest expenses of $47
thousand in 2002 compared with $69 thousand in 2001 .

Fiscal 2001 Compared to Fiscal 2000

Results of Operations

The Companys Revenues for 2001 increased 3% to $10.2
million from $9.9 million in 2000.

Revenues from sales to domestic customers increased in
2001 to $9 million from  $6.7 million  in 2000, an increase
of 34%.  Export sales decreased to $1.2 million in 2001 from
$3.2 million in 2000.  The Company was not awarded any major
international projects in 2001.  The company was awarded
several major international contracts in Peru in 2000 that
totaled $1.6 million.

Datalogger-Transmitter product sales increased 33% to $4.9
million from $3.3 million in 2000.  The increase was due to
strong demand for the 8210 datalogger product line from our
core customers and to sales of the Companys new satellite
transmitter,  the SatLink G312-1.  Systems sales and services
decreased to $2.3 million in 2001 from $3.8 million reflecting
the decrease in international projects.  Sales of sensor and
accessory products increased 7% to $3.0 million from $2.8 million.

The Companys largest customer in each of 2001 and 2000
the Department of the Interior, the principal agencies being
the US Geological Survey and the Bureau of Reclamation, which
accounted for 39% and 28% of revenues.  Commercial and
international revenues represented 44% of revenues in 2001
versus 57% in 2000.

Gross Profit

Gross profit for 2001 increased 3% to $3.8 million in 2000 from
$3.7 million in 2000.  Gross margin as a percentage of revenues
for 2000 decreased to 37.2% as compared to 37.4% in 2000.
The decrease in gross margin in 2001 is a result of increased
product costs primarily associated with the introduction of the
SatLink G312-1 as the Company gained experience in the
manufacturing of this new product.  The Companys gross margin
is dependent on product costs, product mix and overhead expenses,
all of which fluctuate from year to year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased 8% to $2.3 million
in 2001 from $2.5 million in 2000.  Selling, general and administrative
expenses as a percentage of revenues decreased to 22.7% in 2001 from
24.8% in 2000 due primarily to lower agent commission fees relating
to international projects.

Research and Development Expenses

Research and development expenses increased 6% to $1.43 million in
2001 from $1.35 million in 2000.  Research and development expenses
as a percentage of revenues increased to 14% in 2001 from 13.6%
in 2000.  In 2001, the company released three new products.  The
SatLink G312-1 is a high data rate satellite transmitter that transmits
at 100, 300 and 1200 baud and uses GPS. The unit was certified by NESDIS
in July 2001.  Our GOES satellite customers are mandated by NESDIS to
purchase high data rate satellite transmitters and to replace all old
100 baud transmitters within a ten-year period.

The Xpert Datalogger/Controller is the Companys next generation data
logger that uses Microsoft CE as the operating system.   It enables
the Company to enter closely related environmental markets such as tides
and weather monitoring.  The XLite, a derived product based on the Xpert,
is less expensive but similarly capable.  The XLite was released at the
end of 2001.

Other Income (Expense)

Other income and expenses consisted of interest expenses of $69 thousand
in 2001 compared with $38 thousand in 2000.

Liquidity and Capital Resources

The Companys working capital was $3.3 million at December 31, 2002
compared with $3.4 million at December 31, 2001.  Cash on hand was
$401,740 at December 31, 2002 compared to $102,976 at December 31, 2001.

Net cash provided by operating activities was $845,428 in the year ended
December 31, 2002 compared to cash provided by operations of $139,378 for
the year ended December 31, 2001 and cash used by operations of
$333,073 for the year ended December 31, 2000.

Net cash used in investing activities was $53,566 for the year ended
December 31, 2002, compared to $162,963 and $317,611 for the years
ended December 31, 2001 and 2000, and was primarily due to purchases
of property and equipment.

Net cash used by financing activities was $493,098 in 2002 due to
payments on the line of credit and term notes. Net cash provided by
financing activities was $123,762  for the year ended December 31, 2001
due to proceeds from a term note.  Cash provided by financing activities
was $493,976 for the year ended December 31, 2000 due to borrowings on
the line of credit and proceeds from a term note.

The Company has a revolving credit facility of $1,000,000.  The credit
facility expires on June 30, 2003 and will not be renewed with its
current lender. The Company is currently in the process of evaluating
several other financial institutions in order to obtain additional
financing.

Management believes that its existing cash resources, cash
flow from operations and short-term borrowings on our existing
credit line will provide adequate resources for supporting
operations during fiscal 2003.


INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Sutron Corporation
Sterling, Virginia


	We have audited the accompanying balance sheets of Sutron
Corporation as of December 31, 2002 and 2001, and the related
statements of operations, stockholders' equity, and cash flows
for each of the three years ended December 31, 2002, 2001 and 2000.
These financial statements are the responsibility of the Corporation's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

	We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

	In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Sutron Corporationas of December 31, 2002 and 2001, and
the results of its operations and its cash flows for each
of the three years ended December 31, 2002, 2001 and 2000
in conformity with generally accepted accounting principles.


Thompson, Greenspon & Co.


Fairfax, Virginia
February 10, 2003




<TABLE>
                       PART I. - FINANCIAL INFORMATION
                                  SUTRON CORPORATION
                                    BALANCE SHEETS
			(In thousands)

<CAPTION>


					December 31,	  December 31,
						2002		      2001
<S>						<C>			<C>
ASSETS
Current assets
Cash and cash equivalents		$ 402			$ 103
Accounts receivable			1,814			1,916
Inventory					2,029			2,560
Prepaid items and other			  183			   62
Income taxes receivable			    -			  139
Deferred income taxes			  195			  147
						-----			------
Total current assets			4,623			4,927
Property, plant and equipment		2,567			2,514
Accumulated depreciation
 and amortization				(1,929)		(1,722)
						-----			------
Net property, plant, and
equipment					638			792
						-----			------
Income taxes receivable			  151			80
Other assets				22			14
						-----			------
Total Assets				$5,434		$5,813
						======		======


</TABLE>

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>						<C>		<C>
Current liabilities
Accounts payable				$  484	$456
Accrued payroll				   157	 146
Other accrued expenses			   591	 403
Line of credit				     -	 375
Current maturities of
long-term notes				   93		 118
						-----		-----
Total current liabilities		1,325		1,498
Long-term notes				  116		  209
Deferred income taxes			  142		  145
						-----		-----
Total liabilities				1,583		1,852
						-----		-----

Stockholders' equity
Common stock, 				   43		   43
Additional paid-in capital		2,307		2,307
Retained Earnings 			1,501		1,611
						-----		-----
Total stockholders' equity		3,851		3,961
						-----		-----
Total liabilities and
stockholders' equity			$5,434     $5,813
						======	=====



<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<TABLE>
                                SUTRON CORPORTION
                             STATEMENTS OF OPERATIONS
				(In thousands, except per share data)
<CAPTION>
                             	   Year Ended December 31,
					2002		2001		2000
<S>				    <C>		<C>		<C>
Revenue			    $10,203	   	$10,251	$9,907
Cost of sales			6,754		6,435		6,198
					-----		-----		-----
Gross profit 			3,449		3,816		3,709
Selling, general and
administrative expenses 	2,225		2,322		2,457
Research and development
expenses				1,481		1,434		1,353
					-----		-----		-----
Operating income			 (257)	   60		(101)
Other income (expense)		   -		  -		   1
Interest expense, net		 (47)		  (69)	 (38)
					-----		-----		-----
Income before income taxes 	 (304)	  (9)		(138)
Income taxes (benefit)		 (194)	 (70)		 (98)
					-----		-----		-----
Net income 				$(110) 	  $61		$(40)
					=====		=====		=====
Net income per common share	$(.03)	$(.01)	$(.01)
Net Income per diluted share	$(.03)	$(.01)	$(.01)

<FN>
See Accompanying Notes to Financial Statements
</TABLE>


<TABLE>
						SUTRON CORPORATION
					STATEMENTS OF STOCKHOLDERS' EQUITY
				YEARS ENDED DECEMBER 31, 2002, 2001, and 2000
					(In thousands, except shares data)
<Caption>

				COMMON			PAID-IN	ACCUMULATED
				SHARES	AMOUNT	CAPITAL	DEFICIT	TOTAl
<S>				<C>		<C>		<C>		<C>		<C>

				--------	---		------	-----		-----
Balance, December
 31, 1999			4,298,351	$43		$2,316	$1,590 	$3,949
Retirement of
 treasuary shares	         (5,000)    -		    (5)	    -          (5)
Net income for 2000	        -	  -		    -	        (40)	  (40)
				---------	---		-----		-----		-----
Balances, December
 31,2000			4,293,351	$43		$2,311	$1,550	$3,904
Retirement of
 treasury shares		(3,800)	-		   (4)	  -		   (4)
Net income									   61		   61
				---------	---		-----		-----		-----
Balances, December
 31,2001			4,289,551	$43		$2,307	$1,611	$3,961
Net income
									   	  (110)	  (110)
Balances, December
 31,2002			4,289,551	$43		$2,307	$1,501	$3,851
				=========	===		======	======	======


 <FN> See Accompanying Notes to Financial Statements
 </TABLE>



 <TABLE>
                                    		SUTRON CORPORTION
                             			   STATEMENTS OF CASH FLOWS
								(In thousands)
                                             Year Ended December 31,

<CAPTION>

							2002        2001		2000
<S>                            		<C>   	<C> 	 	<C>
Cash flows from operating activities:
Net income					     $(110)	    $  61	     $(40)
Non-cash items included in net income:
 Depreciation and amortization		 208		199		167
 Deferred income taxes				 (51)		  8		 43
Changes in current assets and
 liabilities:
Accounts receivables				  102		113		(347)
Inventory						  531		 142		(165)
Prepaid items and other				 (121)       361		(389)
Income taxes receivable				   68		 (80)		  -
Other assets					   (8)  	   -		  -
Accounts payable					   28		 (590)	 543
Accrued expenses					  199		(75)		(145)
							-----		-----		-----
Net cash provided by operating activities	 846		 139		(333)

Cash flows from investing activities:
Purchase of property and equipment		 (54)		(163)		(317)
							-----		-----		-----
Net cash used by investing activities	 (54)		(163)		(317)

Cash flows from financing activities:
Proceeds from term notes payable		-		246		 126
Proceeds from line of credit, net		-		-		406
Payments on line of credit, net		(375)		 (31)		 -
Payments on term notes payable		(118)		(87)		(32)
Payments for purchase of treasury stock	-		(4)		(6)
							-----		-----		-----
Net cash used by financing activities	(493)		124		494

Net increase (decrease) in cash and
 cash equivalents				       299		100		(156)
Cash and cash equivalents, beginning
 of year						 103		  3		 159
							-----		-----		-----
Cash and cash equivalents, end of year	$402	      $103	    $   3
							=====		=====		=====

<FN>
See Accompanying Notes to Financial Statements
</TABLE>


SUTRON CORPORATION

NOTES TO FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business
Sutron Corporation ("the Company") was incorporated
 on December 30, 1975 under the General Laws of the
Commonwealth of Virginia.  The Company designs and
manufactures environmental monitoring and control
systems for use by government agencies and industry.
The Companys products include sensors, data
 collection platforms and remote terminal units with
 telemetry capability and system and application
software.  Sutron's customers include a diversified
 base of Federal, state and foreign government
 agencies, universities, and hydropower companies.

Revenue Recognition
The Company utilizes the accrual method of
accounting for both financial statement and tax
 return reporting purposes.  The Company recognizes
 revenue from product sales upon shipment.  Selling,
 general, and administrative expenses are charged
 against periodic income as incurred.  Revenue
from cost-plus-fee contracts is recognized to the
 extent of costs incurred, plus a proportionate
 amount of fees earned.  Revenue from fixed-price
 contracts is recognized on the
percentage-of-completion method based on costs
incurred in relation to total estimated costs.
 Revenue from time-and-materials contracts is
recognized to the extent of billable rates, times
hours delivered, plus materials costs incurred.
Contract costs include allocated indirect costs
and general and administrative expenses.
Anticipated losses are recognized as soon as
they become known.

Cash and Cash Equivalents
For purposes of the statements of cash flows, cash
equivalents include time deposits and all highly liquid
debt instruments with original maturities of three months
or less.  Interest paid amounted to $48,936, $75,815 and
$34,866 in 2002, 2001 and 2000, respectively.  Income
taxes paid amounted to $0 in 2002 and 2001, and
$50,000 in 2000.

Accounts Receivable
The Company established an allowance for uncollectible
receivables of $0 and $11,800 in 2002 and 2001,
respectively.  Bad debt expense amounted to $0, $12,750
and $39,199 in 2002, 2001 and 2000, respectively.

Property, Plant and Equipment
Equipment is recorded at cost and depreciated over
 estimated useful lives ranging from 3 to 7 years
using the straight-line method for financial statement
purposes and the straight-line and accelerated methods
 for income tax purposes.
Expenditures for maintenance, repairs, and improvements
 which do not materially extend the useful lives of
the assets are charged to earnings.  When items of
property, plant, and equipment are disposed of, the
 cost of the asset and the related accumulated
depreciation are removed from the accounts.  Any
gain or loss resulting from the removal from service
is taken into the current period earnings.

Income Taxes
The Company utilizes an asset and liability approach
to accounting for income taxes.  The objective is to
recognize the amount of income taxes payable or
refundable in the current year based on the Companys
income tax return and the deferred tax liabilities
and assets for the expected future tax consequences
of events that have been recognized in the Companys
financial statements or tax returns.
The assets and liability method accounts for deferred
income taxes by applying enacted statutory rates to
temporary differences, the difference between
financial statement amounts and tax bases of assets
and liabilities.  The resulting deferred tax
liabilities or assets are classified as current or
noncurrent based on the classification of the
related asset or liability.  Deferred income tax
liabilities or assets are adjusted to reflect
changes in tax laws or rates in the year of enactment.

Financial Instruments
The estimated fair value of cash and cash equivalents,
accounts receivable, accounts payable and accrued
expenses and short term notes receivable approximate
their carrying amounts in the financial statements.

Based on the borrowing rates currently available to
the Company for debt with similar maturity dates and
collateral, the estimated fair value of long-term debt
is $116,105 and $209,309 at December 31, 2002 and
2001, respectively.

Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that
 affect the reported amounts of assets and liabilities
 and disclosure of contingent assets and liabilities
at the date of the financial statements and the
reported amounts of revenue and expenses during
the reporting period.  Actual results could vary
from the estimates that were used.

Capital
The Company has 12,000,000, $.01 par value, shares
authorized.  There were 4,289,551 shares issued and
outstanding at December 31, 2002, 4,289,551 shares
issued and outstanding at December 31, 2001 and
4,293,351 issued and outstanding at December 31, 2000.
The Companys Board of Directors has authorized the
repurchase of up to 100,000 shares of its common
stock in open market transactions.  As of
December 31, 2002, 13,800 shares have been repurchased.

Earnings Per Share
The Company has adopted Statement of Financial
Accounting Standards ("SFAS") No. 128 which establishes
 standards for computing and presenting earnings
per share (EPS) for entities with publicly held
common stock.  The standard requires presentation
of two categories of earnings per share, basic EPS
 and diluted EPS.  Basic EPS excludes dilution and
 is computed by dividing income available to
common stockholders by the weighted-average number
 of common shares outstanding for the year.  Diluted
EPS reflects the potential dilution that could
occur if securities or other contracts to issue
 common stock were exercised or converted into
 common stock or resulted in the issuance of
common stock that then shared in the earnings
of the Company.  Contracts to issue common
stock which are antidilutive in nature are not
included in the earnings per share calculations.
Shares used in the computations for the years
ended December 31, 2002, 2001 and 2000 are as
follows (in thousands):

<TABLE>
<CAPTION>

							Years Ended December 31,
	     					2002  		2001		     	2000
<S>						<C>			<C>			<C>
Weighted average shares used in	4,290			4,292			4,298
   Basic computation
Common stock equivalents-options	   --			   --			   --
Weighted average shares used in 	4,290			4,292			4,298
   Diluted computation



</TABLE>


2. INVENTORY
Inventory is stated at the lower of cost or market.
Electronic components and work in process and finished goods
Costs consisting of materials, labor and overhead are
Recorded at a standard cost.  Inventory consists of the
 following at December 31 (in thousands):

<TABLE>
							2002			2001

							<c>			<c>
Electronic components				$    658		$ 958
Work in process					     852		  817
Finished goods					     519		  785
Totals						$  2,029	     $2,560

</TABLE>

3. ACCUMULATED DEPRECIATION AND AMORTIZATION

A summary of property, plant and equipment at
December 31, is as follows (in thousands):

		     			 2002         2001
Furniture and equipment		$2,419	$2,365
Vehicles				    77	    77
Leasehold improvements	          71	    71
					$2,567	$2,513

Depreciation and amortization expenses totaled
$207,567, $199,597 and $166,540, for the years
ended December 31, 2002, 2001, and 2000,
respectively.

Accumulated depreciation and amortization at
December 31, is as follows (in thousands):

			      	2002		  2001
Furniture and equipment		$1,848	  $1,655
Automotive equipment		    55	      46
Leasehold improvements     	    26	      21
Totals				$1,929	  $1,722

4. LINE OF CREDIT
The Company signed a loan and security agreement
which extends the Company a revolving line of credit.
The maximum amount of borrowing under the line is not to
exceed the lesser of $1,000,000 or the Companys
borrowing base as determined by the bank.
Interest on the unpaid balance is payable monthly
at prime plus .5% (5.75 percent at December 31, 2002).
The maturity date of the line is June 30, 2003, and
will not be renewed.  The Company is currently in the
process of evaluating several other financial
institutions in which to obtain additional financing.
The outstanding balance at December 31, 2002 was $0 and
was $374,894 at December 31, 2001.

5. NOTE PAYABLE
In July 2000, the Company borrowed
$126,315 under a term note payable.
The note calls for monthly principal and interest of $2,632.
The interest rate is 10% and matures in October 2004.
In May 2001, the Corporation borrowed $246,500 under a
separate term note payable. The note calls for monthly
payments of principal and interest of $5,135. The interest
rate is 8.22% and matures in June 2005.  The above
referenced line of credit and term note payable are secured
by substantially all assets of the Company.

Principal maturities for all indebtedness described in Notes
4 and 5 are as follows at December 31 (in thousands):

Year ending December 31:
2003                          $93
2004                           85
2005                           31
					---
Total                        $209
					===


6.  LEASE OBLIGATIONS
The Company signed a lease for its headquarters and production
facilities that expires in March, 2006.  The operating lease
calls for monthly rent of $14,894 including $4,230 estimated
as the Companys pro rata share of operating expenses and
annual rent increases of 3 percent.  Rent expense amounted
to $268,000, $275,000, and $238,000 for the years ended
December 31, 2002, 2001 and 2000, respectively.  The Company
entered into a lease agreement for additional office and
warehouse space in Sterling, Virginia.  The 45 month lease
expiring in March, 2003, requires monthly payments of $4,970
and annual rent increases of 3 percent.  The Company entered
into a lease agreement for office and warehouse space in West
Palm Beach, Florida.  The four year lease, expiring in
October 2006, requires monthly payments of $3,599 and annual
rent increases of 4 percent.

The following is a schedule, by years, of
future minimum payments due (in thousands):

	Year ending December 31:
	2003			$247
	2004			 238
      2005			 243
      2006		        90
	   Total		$818

7.  INCOME TAXES
The income tax (benefit) expense charged to
operations for the years ended December 31, were as
follows (in thousands):

<TABLE>

	  						2002		2001		2000

							<c>		<c>		<c>
Current income tax (benefit) expense	$ (143)	$ (78)	$(141)
Deferred tax benefit	  			   (51)        8		   43
Total tax  (benefit) expense			$ (194)	$ (70)	$ (98)

Deferred tax assets, are comprised of the
 following at December 31 (in thousands):

	 						2002		2001		2000
Accrued vacation and warranty	 	  	$ 75		$100		$104
Net operating loss carryforward		 120		 47		   -
							_____		_____		____
Gross deferred tax assets			 195		 147		 104
Gross deferred tax liability -
depreciation				  	(142)		 (145)	 (94)
Net							$ 53		$  2		$ 10

</TABLE>

The realization of the deferred tax assets and receivables
of $346,000 is dependent on future taxable earnings.  The
Company has not provided for a deferred tax asset valuation
allowance due to their anticipation of future earnings and
therefore management's estimate that the deferred tax
assets and receivables will ultimately be realized.

A reconciliation between the amount of reported
income tax expense and the amount computed by
multiplying the applicable statutory Federal
income tax rate is as follows:

<TABLE>

	    					 2002		2001		2000

						<c>		<c>		<c>
Income before income taxes		$ (304)	 $(9)        $(138)
Applicable statutory tax rate	          34%	  34%	    	    34%
Computed "expected" Federal tax
expense					  (104)	   (3)	   (47)
Adjustments to Federal income tax
resulting from:
State income tax				   (18)	     3	    (7)
Tax credits					   (72)	   (70)        (44)
Change in valuation allowance	 	    --	    --	    --
Income tax (benefit) expense		$ (194)      $  (70)      $ (98)
</TABLE>

The Company has Federal and state net operating loss
carryforwards available approximating $300,000 which expire,
if not used, in 2022.  The Company also has unused general
business tax credits, relating to research and development
costs, approximating $72,000, $71,000 and $9,000, that were
generated in 2002, 2001 and 2000, respectively.  These tax
credits expire, if not used, in the years 2020 through 2022.

8. MAJOR CUSTOMERS
Set forth below are customers, including agencies
of the U.S. Government, from which the Company
received more than 10 percent of total revenue,
for the years ended December 31:

				2002	2001	2000
Department of Interior	26%	39%	28%
International		29%	12%	32%
Commercial			19%	30%	25%
Department of Defense	17%	15%	11%


9. CONCENTRATIONS OF CREDIT RISK
At times throughout the year, cash and cash
equivalents exceeded FDIC insurance limits.
As of December 31, 2002, the Companys cash
deposits exceeded the FDIC insured amount
by approximately $316,000.



10.  STOCK OPTIONS PLANS
Stock Options
The Company has granted stock options under the 2002, 1997
and the 1996 Stock Option Plans to key employees and directors
for valuable services provided to the Company.  Under the
1996 Plan, the Company authorized 260,000 shares.  Current
grants under the plan are 183,00 shares.  Under the 1997
Stock Option Plan, the Company authorized 60,000 shares.
Current grants under the plan are 11,000 shares.  Under the
2002 Stock Option Plan, the Company authorized 400,000 shares
and current grants total 347,000 shares.  Shares under all of
the plans may be granted at not less than 100 percent of the
fair market value at the grant date.  All options have a ten
year term from the date of grant. The following summarizes the
option activity under these plans for the last three years
(in thousands):

<TABLE>
<CAPTION>
	                           Number of	Option Price
	                            Shares
					(in thousands)	   Per Share

						<c>		<c>


Outstanding, December 31, 1999	255		1.125
Grants					 --		    --
Exercised					 --		    --
Canceled or expired		       --		    --
Outstanding at Decembr 31, 2000	255		$1.l25

Grants	                         25		.62
Exercised	                         -		-
Canceled or expired			(10)		1.125
Outstanding, December 31, 2001	270	     $.62 - 1.125

Grants                              347	      .40 - .55
Exercised                           -     	-
Canceled or expired			(88)		 .62-1.125
Outstanding, December 31, 2002	529		$.40-1.125



</TABLE>

The vesting period of the remaining options
 is as follows:

Vested and exercisable	 182
January 1, 2003		  69
January 1, 2004		  69
January 1, 2005		  69
January 1, 2006		  70
January 1, 2007		  70
Total				 529

The Company adopted the disclosure-only provisions
of Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation
and will continue to apply Accounting Principles
Board Statement No. 25 and related interpretations
in accounting for its employee compensation plans.
SFAS 123 establishes standards of financial
accounting and reporting for stock-based employee
compensation plans including stock option plans,
stock purchase plans and other arrangements by
which employees receive shares of stock or other
equity instruments based on the market price of
an entitys stock.

The fair value of Sutron Corporation stock options used to
compute pro forma net income and earnings per share
disclosures is the estimated present value at grant date
using the Black Scholes pricing model and the with the
following assumptions: a risk free interest rate of 5.02
percent, no estimated dividend yield, an expected
volatility of 34 percent and an expected holding
period of five years.

If the Company had elected to recognize compensation
cost for the plan based on the fair value at the
grant dates for awards under those plans, consistent
with the method prescribed by SFAS No. 123, net
income and earnings per share would have been
changed to the pro forma amounts indicated below:

<TABLE>
<CAPTION>

	   			2002		2001		2000

				<c>		<c>		<c>
Net income
As reported			$(110)	$61		$(40)
Pro forma			 (154)       59    	 (40)
Earnings per share
As reported			$(.03)	$.01		$(.01)
Pro forma			$(.04)	$.01		$(.01)

</TABLE>


11.  PROFIT SHARING PLAN
The 401 (k) Profit Sharing Plan covers substantially
 all full time employees.  The contributions, if any,
 to the plan will be determined each year by the
Board of Directors based on profits.  The contribution
 was $0 for 2002, 2001 and 2000.

12.  EXPORT SALES
Export sales from the Companys operations
were as follow (in thousands):

<TABLE>
<CAPTION>
	         			Year ended December 31,
	  				  2002	2001		2000

					<c>		<c>		<c>
Central and South America	$  247	$  432	$2,202
Canada			         548	    81	   242
Asia					 1,955         377         447
Australia/New Zealand		    35	    33	    52
Europe and other			   162	   298	   219
					$2,947	$1,221	$3,162

</TABLE>

13.  SEGMENT INFORMATION

The Company currently reports its results in three
divisions, Hydromet Products, Integrated Systems and
Hydrological Services.  Hydromet Products division is
responsible for the manufacture and sale of the Companys
environmental monitoring products including dataloggers,
sensors and digital direct readout ground stations.  The
Integrated Systems division is responsible for systems
design, integration and installation that involves
integrating Sutron products with other manufacturers
products to provide a turnkey system.  The Integrated
Systems division also provides systems and application
software and training.  The Companys Hydrological
Services division provides data interpretation and
analysis services including modeling, flood forecasting
and hydrologic studies.  The results of these segments
are shown below  (in thousands):


<TABLE>
<CAPTION>
					Years Ended December 31,
					2002		2001		2000

					<c>		<c>		<c>
Revenue
Hydromet Products			$ 6,898	 7,804	$ 6,130
Integrated Systems		  3,195 	  2,447	  3,777
Hydrological Services		    110	  -	     -
 Totals				$10,203	$10,251	$ 9,907

Cost of Goods Sold
Hydromet Products			$4,500	$4,592	$3,570
Integrated Systems		 2,144	 1,843	 2,628
Hydrological Services		   110	   -	     -
 Totals				$6,754	$6,435	$6,198

Gross Margin
Hydromet Products			$2,398	$3,212	$2,560
Integrated Systems		 1,051 	   604       1,149
Hydrological Services		    -		     -	     -
 Totals				$3,449	$3,816	$3,709

</TABLE>

14.	Summary of Quarterly Results (unaudited)

Summarized quarterly supplemental financial information for 2001 and
2000 is as follows:

<TABLE>
<CAPTION>

		                         				Quarter Ended
(In thousands, except per share data) March 31,	  June 30,	  September 30,	December 31,

							<c>		<c>		<c>	     <c>
2002
Revenues						$1,303	$2,284	$2,532	$4,084
Gross profit					   452	   804	   733	 1,460
Operating income (loss)				  (437)	   (67)	  (187)	   434
Net income						  (267)	   (33)	  (113)	   303
Basic earnings per share			 $(.06)	 $(.01)	 $(.03)	  $.07
Diluted earnings per share			 $(.06)	 $(.01)	 $(.03)	  $.07

2001
Revenues						$2,063	$2,496	$2,275	$3,417
Gross profit					   812	   904	   857	 1,243
Operating income (loss)				  (247)	   (94)	    69	   332
Net income						  (164)	   (31)	    50	   206
Basic earnings per share			 $(.04)	 $(.01)	  $.01	  $.05
Diluted earnings per share			 $(.04)	 $(.01)	  $.01	  $.05
</TABLE>


Item 8.  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

	None

PART III

Information required by Item 10 - Executive Compensation, Item
11 - Security Ownership of Certain Beneficial Owners and
Management and Item 12 - Certain Relationships and Related
Transactions and certain information required by Item 9 -
Directors, Executive Officers, Promoters and Control Persons
will be contained on pages 1 through 6 of the registrants
definitive proxy statement to be filed on April 9, 2002 and is
incorporated herein by reference.

Item 9.  Directors, Executive Officers, Promoters and Control
Persons

Executive Officers

The following tabulation sets forth the names of the executive
officers at December 31, 2002, the positions and offices with
the Company held by them, the date they first became officers,
and their ages at December 31, 2002:

								First	Became
Name	Office						an Officer	Age
Raul S. McQuivey	President, Chief Executive	1980		63
			Officer and Chairman
Daniel W. Farrell	Vice President, Secretary	1984		50
			and a Director
Sidney C. Hooper	Treasurer				1993		44



Item 13.  Exhibits and Reports on Form 8-K.

(A)	Index to Exhibits

Exhibit No.	          Description
3(a)	Copy of Articles of Incorporation of Sutron Corporation,
	received and approved December 30, 1975 (1)
3(b)	Copy of Articles of Amendment to the Articles of
	Incorporation and Articles of Reduction of Stated
	Capital of Sutron Corporation received and approved
	September 7, 1983(1)
3(c)	By-laws of the Registrant(1)
3(d)	Copy of Articles of Amendment to the Articles of
	 Incorporation received and approved June 8, 1995(10)
4(a)	Specimen Shares of Common Stock Certificate(2)
4(b)	Form of Warrant to be issued as part of Unit (2)
4(c)	Amended Form of Warrant issued as part of Unit(3)
4(d)	Incentive Stock Option Plan dated August 31, 1983(1)
4(e)	Stock Bonus Plan dated August 31, 1983(1)
4(f)	Loan and Security Agreement, dated December 11, 1992
	between the Company and Crestar Bank (8)
4(g)	1996 Stock Option Plan (11)
4(h)  2002 Stock Option Plan (12)
10(a)	Employment Agreement dated as of July 1, 1983 with
	 Kenneth W. Whitt(1)
10(b)	Employment Agreement dated as of July 1, 1983 with
	Dr. Raul S. McQuivey(1)
10(c)	Employment Agreement dated as of July 1, 1983 with
	Dr. Thomas N. Keefer(1)
10(d)	Employment Agreement dated as of July 1, 1983 with
	Duane M. Preble(1)
10(e)	Purchase Agreement dated as of July 1, 1983 with Eric
	S. Clyde(1)
10(f)	Stock Option Agreement between Registrant and Gerald
	Calhoun dated July 1, 1983(1)
10(g)	Certified Copy of Resolution of Commissioners of
	Fairfax
	County Economic Development Authority, adopted October 	12,
	1982, approving $425,000 Industrial revenue bond loan
	to registrant(1)
10(h) Certified Copy of Resolution of Commissioners of
	Fairfax County Economic Development Authority, adopted
	March 8, 1983, approving $400,000 industrial revenue
	bond loan to registrant (1)
10(i)	Certified Copy of Resolution of Board of Supervisors
	of Fairfax County, adopted March 21, 1983, approving
	issuance of industrial revenue bonds for purpose of
	$400,000 loan to Registrant(1)
10(j)	License agreement dated January 29, 1987, with TSUKASA
	SOKKEN Co., Ltd. of Japan, to use U.S. Patent No.
	3,677,085 (4)
10(k)	License agreement dated November 10, 1986, with S.A.
	Des Caliberies et Trefileries de Cossonay of
	Switzerland, to use U.S. Patent No. 4,279,147 and
	Canada Patent No. 1,120,286 (4)
10(l)	Lease agreement dated September 18, 1987, with Squire
	Court Limited Partnership to lease building space
	(9,000 sq. ft.) (4)
10(m)	Copy of termination agreement with Duane Preble dated April 1, 1988 (5)
10(n)	Sale agreement with National Hospital Health System
	Corporation, dated November 29, 1989, and subsequent
	amendments dated December 29, 1989, February 28, 1990,
	and March 27, 1990, to sell land and building in
	Herndon, Virginia (6)
10(o)	Lease agreement dated May 9, 1990 with National
	Hospital Health SystemCorporation to lease building
	space (5545 sq.ft.) (7)
10(p)	Stock Option Agreement between Sutron Corporation and
	Glenn A. Conover dated October 15, 1990 (7)
10(q)	Stock Option Agreement between Sutron Corporation and
	Daniel W. Farrell dated October 15, 1990 (7)
10(r)	Lease agreement dated July 30, 1992 with Loudoun
	Holding Inc. to lease building space (16,794 sq. ft.)
	(8)
10(s)	Stock Option Agreement between Sutron Corporation and
	Ronald C. Dodson dated December 6, 1993 (9)

10(t)	Stock Option Agreement between Sutron Corporation and
	Raul S. McQuivey dated November 1, 1996 (11)

10(u)	Stock Option Agreement between Sutron Corporation and
	Glenn A. Conover dated November 1, 1996 (11)

10(v)	Stock Option Agreement between Sutron Corporation and
	Daniel W. Farrell dated November 1, 1996 (11)

10(w)	Stock Option Agreement between Sutron Corporation and
	Sidney C. Hooper November 1, 1996 (11)

10(x)	Stock Option Agreement between Sutron Corporation and
	Raul S. McQuivey dated October 18, 2002 (12)

10(y) Stock Option Agreement between Sutron Corporation and
	Daniel W. Farrell dated October 18, 2002 (12)

10(z) Stock Option Agreement between Sutron Corporation and
	Sidney C. Hooper October 18, 2002 (12)

10.1	Stock Option Agreement between Sutron Corporation and
	Thomas N. Keefer dated October 18, 2002 (12)



(1)  Filed as Exhibits to registrants Registration Statement on Form
 S-18 (File No. 2-86573-W) dated September 16, 1983, and
incorporated herein by reference.

(2)  Filed as Exhibits to Amendment No. 1 to registrants Registration
Statement on Form S-18 (File No. 2-86573-W) dated October 26,
2983, and incorporated herein by reference.

(3)  Filed as Exhibits to Amendment No. 2 to registrants Registration
Statement on form S-18 (File No. 2-896573-W) dated November 4,
1983 and incorporated herein by reference.

(4)  Filed as Exhibits to registrants Annual Report on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.

(5)  Filed as Exhibit on Form 8-K dated April 1, 1990, and
incorporated herein by reference.

(6)  Filed as Exhibits to registrants Annual Report on Form 10-K for
the year ended December 31, 1989, and incorporated herein by
reference.

(7)  Filed as Exhibits to registrants Annual Report on Form 10-K for
 the year ended December 31, 1990 and incorporated herein by
reference.

(8)  Filed as Exhibits to Registrants Annual Report on Form 10-KSB
for the year ended December 31, 1992 and incorporated herein by
reference.

(9)  Filed as Exhibits to Registrants Annual Report on Form 10-KSB
for the year ended December 31, 1993 and incorporated herein by
reference.

(10)  Filed as Exhibits to Registrants Annual Report on Form 10-KSB
for the year ended December 31, 1995 and incorporated herein by
reference.

(11)  Filed as Exhibits to Registrants Annual Report on Form 10-KSB
for the year ended December 31, 1996 and incorporated herein by
reference.

(12)  Filed as Exhibits to Registrants Annual Report on Form 10-KSB
for the year ended December 31, 2002 and incorporated herein by
reference.


(B)	  Reports on Form 8-K

The registrant did not file any reports on Form 8-K during the fourth
quarter of the fiscal year ended December 31, 2002.

ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Based on their
evaluation of the Companys disclosure controls and procedures
(as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934) as of a date within 90 days of the filing date
of this Annual Report on Form 10-K, the Companys chief executive
officer and chief financial officer have concluded that the Companys
disclosure controls and procedures are designed to ensure that
information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified
in the SEC's rules and forms and are operating in an effective manner.

(b) Changes in internal controls. There were no significant changes
in the Companys internal controls or in other factors that could
significantly affect these controls subsequent to the date of their
most recent evaluation.


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
 caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

	       Sutron Corporation
		(Registrant)

Date:  March 31, 2003
By /s/ Raul S. McQuivey 		Raul S. McQuviey, Chairman of
						the Board of Directors
						and President

In accordance with the Securities Exchange Act, this report has been signed
by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.

Date: March 31, 2003
By /s/ Raul S. McQuivey 		Raul S. McQuviey, Chairman of
						the Board of Directors
						and President

Date: March 31, 2003
By /s/ Thomas N. Keefer 		Thomas N. Keefer,
						Director and
						Vice President

Date: March 31, 2003
By /s/ Daniel W. Farrell 		Daniel W. Farrell,
						Director and
						Vice President

Date: March 31, 2003
By /s/ Sidney C. Hooper 		Sidney C. Hooper,
						Director and
						Chief Accounting
						Officer

CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Raul S. McQuivey, certify that:

1. I have reviewed this annual report on Form 10-KSB of
Sutron Corporation;

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and
other financial information included in this annual 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
annual report;

4. The registrants other certifying officers 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 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 annual report is being prepared; b) evaluated
the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

5. The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of the registrant
board of directors (or persons performing the equivalent
functions): a) all significant deficiencies in the design
or operation of internal controls which could adversely
affect the registrants ability to record, process,
summarize and report financial data and have identified for
the registrants 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 registrants internal controls; and

6. The registrants other certifying officers and I have
indicated in this annual report whether 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:  March 31, 2003
By /s/ Raul S. McQuivey 		Raul S. McQuviey, Chairman of
						the Board of Directors
						and President


CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sidney C. Hooper, certify that:

1. I have reviewed this annual report on Form 10-KSB of
Sutron Corporation;

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and
other financial information included in this annual 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
annual report;

4. The registrants other certifying officers 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 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 annual report is being prepared; b) evaluated
the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

5. The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of the registrant
board of directors (or persons performing the equivalent
functions): a) all significant deficiencies in the design
or operation of internal controls which could adversely
affect the registrants ability to record, process,
summarize and report financial data and have identified for
the registrants 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 registrants internal controls; and

6. The registrants other certifying officers and I have
indicated in this annual report whether 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: March 31, 2003
By /s/ Sidney C. Hooper 		Sidney C. Hooper,
						Director and
						Chief Accounting
						Officer