SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDED MARCH 31, 2001                      COMMISSION FILE NO. 0-3415

                             STV GROUP, INCORPORATED
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)


     Pennsylvania                                          23-1698231
-------------------------------                  -------------------------------
(State or other jurisdiction of                  I.R.S. Employer Identification)
 incorporation or organization)


205 West Welsh Drive, Douglassville, Pennsylvania                 19518
--------------------------------------------------------------------------------
(Address  of principal executive offices)                       (Zip Code)


                                 (610) 385-8200
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)


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

                            YES  X            NO
                               -----            -----

As of March 31,  2001,  there  were  3,880,128  shares  of  common  stock of the
registrant outstanding.




<PAGE>


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS......................1

Part I: FINANCIAL INFORMATION

        Item 1. Financial Statements...........................................2

        Item 2. Management's Discussion and Analysis of Financial Condition and
                Results of Operation...........................................6

        Item 3. Quantitative and Qualitative Disclosures about Market Risk.....7

Part II: OTHER INFORMATION

         Item 1. Legal Proceedings.............................................8

         Item 2. Changes in Securities.........................................8

         Item 3. Defaults Upon Senior Securities...............................8

         Item 4. Submission of Matters to a Vote of Security Holders...........8

         Item 5. Other Information.............................................8

         Item 6. Exhibits and Reports on Form 8-K..............................8

SIGNATURES.....................................................................9



<PAGE>
            CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

Certain  oral  statements  made by  management  from  time to time  and  certain
statements  contained  herein,  including  certain  statements in  "Management's
Discussion and Analysis of Financial  Condition and Results of Operations"  such
as the Company's ability to meet its liquidity needs and control costs,  certain
statements in Notes to Condensed  Consolidated  Financial Statements,  and other
statements  contained  herein  regarding  matters which are not historical facts
such  as  statements  regarding  the  proposed  merger  pursuant  to the  merger
agreement with the Company's ESOP are forward  looking  statements (as such term
is defined in the  Securities Act of 1933) and because such  statements  involve
risks and  uncertainties,  actual  results  may  differ  materially  from  those
expressed  or implied by such  forward  looking  statements.  Factors that could
cause actual results to differ materially include,  but are not limited to those
discussed below:

1.   Whether all the  conditions  to closing the proposed  merger are met or the
     merger is not consummated for any other reason.

2.   The  Company's  ability to secure the capital and the related  cost of such
     capital necessary to fund its future growth.

3.   The  Company's   continued  ability  to  operate  in  a  heavily  regulated
     government  environment.  The Company's government contracts are subject to
     termination,  reduction  or  modification  as a result  of  changes  in the
     government's   requirements   or  budgetary   restrictions.   In  addition,
     government  contracts are subject to termination at the conveniences of the
     government. Under certain circumstances, the government can also suspend or
     debar  individuals  or  firms  from  obtaining  future  contracts  with the
     government.

4.   The level of competition  in the Company's  industry,  including  companies
     with significantly larger operations and resources than the Company.

5.   The  Company's  ability  to  identify  and  win  suitable  projects  and to
     consummate or complete any such projects.

6.   The Company's  ability to perform  design/build  projects which may include
     the  responsibility of ensuring the actual  construction of a project for a
     guaranteed price.

Certain of these and other  factors  have been  discussed  in more detail in the
Company's  Annual  Report on Form 10-K for the fiscal year ended  September  30,
2000.


                                       1
<PAGE>


                          PART I: FINANCIAL INFORMATION

Item 1.  Financial Statements

                             STV GROUP, INCORPORATED

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                   March 31, 2001     September 30, 2000
<S>                                                                 <C>                 <C>
ASSETS
Current Assets:
  Cash and cash equivalents                                             $1,094,000          $3,382,000
  Accounts receivable                                                   43,509,000          36,282,000
  Costs and estimated profits of uncompleted
    contracts in excess of related billings                             18,867,000          18,404,000
  Prepaid expenses and other current assets                                593,000             915,000
                                                                           -------             -------

  Total Current Assets                                                  64,063,000          58,983,000

Property and equipment                                                   7,729,000           7,655,000

Less accumulated depreciation                                            4,708,000           4,767,000
                                                                         ---------           ---------

    Net property and equipment                                           3,021,000           2,888,000

Deferred income taxes                                                    3,142,000           2,852,000

Other assets                                                             1,072,000             903,000
                                                                         ---------             -------

      TOTAL                                                            $71,298,000         $65,626,000
                                                                       ===========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities:
    Deferred compensation                                                  $98,000            $100,000
    Accounts payable                                                    11,579,000           9,025,000
    Accrued expenses                                                    12,388,000          11,839,000
    Billings on uncompleted contracts in excess of
      related costs and estimated profits                               12,025,000          12,514,000
    Deferred income taxes                                                2,157,000           1,983,000
    Income tax payable                                                     752,000             933,000
                                                                           -------             -------

      Total Current Liabilities                                         38,999,000          36,394,000

  Deferred compensation                                                  4,569,000           3,886,000
  Post-retirement benefits                                               1,200,000           1,200,000

  Stockholders' Equity:
    Common stock                                                         2,064,000           2,053,000
    Capital in excess of par                                             3,651,000           3,546,000
    Retained earnings                                                   21,586,000          19,318,000
                                                                        ----------          ----------

      Total                                                             27,301,000          24,917,000
        Less:  Treasury stock                                              771,000             771,000
                                                                           -------             -------

      Total Stockholders' Equity                                        26,530,000          24,146,000

      TOTAL                                                            $71,298,000         $65,626,000
                                                                       ===========         ===========



<FN>
See notes to condensed consolidated financial statements.
</FN>

</TABLE>
                                       2
<PAGE>


                             STV GROUP, INCORPORATED

                        CONSOLIDATED STATEMENTS OF INCOME

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED             SIX MONTHS ENDED
                                                  March 31                      March 31
                                              2001         2000              2001           2000
<S>                                    <C>            <C>              <C>            <C>
Revenues

Total revenues                            $45,114,000    $36,538,000      $88,937,000    $70,783,000
Less subcontract and procurement costs     13,904,000      8,030,000       27,560,000     14,875,000
                                           ----------      ---------       ----------     ----------

Operating revenue                         $31,210,000    $28,508,000      $61,377,000    $55,908,000

Costs and expenses

Costs of services                          26,488,000     23,828,000       52,465,000     46,731,000
General and administrative                  2,416,000      2,264,000        4,689,000      4,394,000
                                            ---------      ---------        ---------      ---------

Total costs and expenses                   28,904,000     26,092,000       57,154,000     51,125,000

Miscellaneous income, net                       4,000         -                10,000          1,000
Interest expense                              (48,000)       (43,000)         (92,000)       (81,000)
Interest income                                41,000         65,000          124,000        158,000
                                               ------         ------          -------        -------

Income before income taxes                  2,303,000      2,438,000        4,265,000      4,861,000

Income taxes                                1,074,000      1,125,000        1,997,000      2,243,000
                                            ---------      ---------        ---------      ---------

Net income                                 $1,229,000     $1,313,000       $2,268,000     $2,618,000
                                           ==========     ==========       ==========     ==========

Basic earnings per share:                        $.32           $.34             $.59           $.68
Diluted earnings per share:                      $.30           $.31             $.54           $.62


<FN>
See notes to condensed consolidated financial statements.
</FN>

</TABLE>
                                       3
<PAGE>


                             STV GROUP, INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                            SIX MONTHS ENDED
                                                                                March 31
                                                                          2001             2000
<S>                                                                 <C>              <C>
Operating Activities
  Net income                                                           $2,268,000       $2,618,000
  Adjustments to reconcile net income to
    net cash used in operating activities:
      Depreciation and amortization                                       756,000          577,000
      Deferred income taxes                                              (116,000)        (618,000)
      Loss on disposal of property and equipment                            5,000            4,000
  Changes in operating assets and liabilities:
      Accounts receivable                                              (7,227,000)      (1,986,000)
      Costs of uncompleted contracts in excess of billings
        and other assets                                                 (316,000)        (799,000)
      Accounts payable and accrued expenses                             3,784,000        1,398,000
      Billings on uncompleted contracts in excess of related costs       (489,000)      (4,416,000)
      Income taxes payable                                               (181,000)          45,000
                                                                         --------           ------
        Net cash used in operating activities                         $(1,516,000)     $(3,177,000)

Investing Activities
  Purchase of property and equipment                                    $(716,000)     $(1,379,000)
  Purchase of software                                                   (172,000)        (312,000)
                                                                         --------         --------
        Net cash used in investing activities                           $(888,000)     $(1,691,000)

Financing Activities
  Proceeds from issuance of common stock                                 $116,000          $37,000
  Proceeds from line of credit and long term borrowings                 1,700,000                0
  Principal payments on line of credit and long term borrowings        (1,700,000)               0
                                                                       ----------                -
        Net cash provided by financing activities                        $116,000          $37,000

  Decrease in cash and cash equivalents                                (2,288,000)      (4,831,000)
  Cash and cash equivalents at beginning of period                      3,382,000        7,248,000
                                                                        ---------        ---------
  Cash and cash equivalents at end of period                           $1,094,000       $2,417,000
                                                                       ==========       ==========



<FN>
See notes to condensed consolidated financial statements.
</FN>

</TABLE>
                                       4
<PAGE>


Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2001

1.    BASIS OF PRESENTATION

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

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and six month  periods ended March 31, 2001 are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending September 30, 2001.

2.    USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States require management to make estimates and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying notes. Actual results could differ from those estimates.

3.    EARNINGS PER SHARE

Basic  earnings  per share  (EPS) is  computed  by  dividing  net  income by the
weighted average number of shares of common stock outstanding during the period.
Diluted EPS recognizes the potential  dilutive effects of the future exercise of
common stock options.
<TABLE>
<CAPTION>

                                          THREE MONTHS ENDED                           SIX MONTHS ENDED
                                 March 31, 2001        March 31, 2000         March 31, 2001        March 31, 2000
                                 --------------        --------------         --------------        --------------
<S>                              <C>                   <C>                    <C>                  <C>

Basic earnings per share                $0.32                 $0.34                  $0.59                $0.68
Shares outstanding                  3,880,017             3,839,027              3,873,028            3,837,292

Diluted earnings per share              $0.30                 $0.31                  $0.54                $0.62
Shares outstanding                  4,133,903             4,171,620              4,168,869            4,202,871
</TABLE>

4.       RECLASSIFICATION

Certain amounts for 2000 in the accompanying consolidated financial statements
have been reclassified to conform to the 2001 presentation.


                                       5
<PAGE>


5.    SUBSEQUENT EVENT

On April 30, 2001, the company announced that it entered into an Agreement and
Plan of Merger with the company's employee stock ownership plan (the "ESOP")
pursuant to which all shares of the company's common stock not owned by the ESOP
will be exchanged for $11.25 per share in cash. The shares of the company's
common stock owned by the ESOP will be retained by the ESOP. Completion of the
merger is subject to the receipt of proposed financing, the approval of the
company's non-ESOP stockholders and ESOP participants and to other conditions
contained in the merger agreement. There can be no assurance that the merger
will be consummated.

Item 2.  Management Discussion and Analysis of  Financial Condition and Results
         of Operation
         -----------------------------------------------------------------------

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

Total  revenues for the quarter  ended March 31, 2001 (second  quarter of fiscal
2001)  increased  23.5% as  compared  to the second  quarter of fiscal  2000 and
increased 2.9% as compared to the previous  quarter.  Operating  revenues (total
revenues  excluding  pass through  costs) for the second  quarter of fiscal 2001
increased  9.5% as compared to the second  quarter of fiscal 2000 and  increased
3.5% as compared to the previous quarter.

Pass through costs,  expressed as a percentage of total  revenues,  increased to
30.8%  compared to 22.0% in the second quarter of fiscal 2000 and decreased from
31.2% in the previous  quarter.  Pass through  costs will vary  depending on the
need for specialty subconsultants and governmental subcontract requirements.

Costs of services, expressed as a percentage of operating revenues, increased to
84.9% for the second quarter of fiscal 2001 from 83.6% for the second quarter of
fiscal 2000 and  decreased  from 86.1%  recorded in the  previous  quarter.  The
increase from the second  quarter of fiscal 2000 is due mainly to an increase in
labor and labor related  costs while the decrease  from the previous  quarter is
due primarily to the increase in operating revenues noted above.


                                       6
<PAGE>


General and  administrative  expense,  expressed  as a  percentage  of operating
revenue,  was 7.7% in the second  quarter of fiscal 2001 and is  slightly  lower
than the 7.9% recorded in the second quarter of fiscal 2000 and is comparable to
the 7.5% recorded in the previous quarter.

Miscellaneous  income,  net increased to $4,000 for the second quarter of fiscal
2001 from zero in the second quarter of fiscal 2000 and decreased from $6,000 in
the previous quarter.

Interest income,  net of interest expense,  decreased to net interest expense of
$7,000 for the second quarter of fiscal 2001 from net interest income of $22,000
in the second  quarter of fiscal 2000 and from $39,000 in the  previous  quarter
due to  lower  cash  balances  as  cash  has  been  used  to  finance  operating
activities.

Income tax  expense  for the second  quarter of fiscal 2001 was 46.6% of pre-tax
income  compared to 46.1% in the second  quarter of fiscal 2000 and 47.0% in the
previous   quarter.   The  decrease   from  the  previous   quarter  is  due  to
non-deductible  expenses being lower as a percentage of increased second quarter
pre-tax income.

Diluted earnings per common share for the second quarter of fiscal 2001 was $.30
cents versus $.31 cents for the second quarter of fiscal 2000.

Financial Condition and Liquidity
---------------------------------

Working capital  increased to $25,064,000 at March 31, 2001 from  $23,678,000 at
December 31, 2000. The Company has a $12,000,000  committed line of credit.  The
agreement  provides  that the  Company  may borrow up to  $10,000,000  and issue
letters of credit for up to $2,000,000.  Approximately  $10,000,000 is available
on the  $12,000,000  line of credit.  The Company is  planning  to continue  its
program of purchasing computer-assisted design and drafting equipment.

The Company's backlog at March 31, 2001 is approximately $250 million.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk.
         -----------------------------------------------------------

Market risk exposures to the Company are not material.


                                       7
<PAGE>


                           PART II: OTHER INFORMATION

Item 1.   Legal Proceedings

          Not applicable.

Item 2.   Changes in Securities

          Not applicable.

Item 3.   Defaults Upon Senior Securities

          Not applicable.

Item 4.   Submission of Matters to Vote of Security Holders

          Not applicable.

Item 5.   Other Information

          On April 30,  2001,  the  company  announced  that it entered  into an
          Agreement  and  Plan of  Merger  with  the  company's  employee  stock
          ownership  plan  (the  "ESOP")  pursuant  to which  all  shares of the
          company's  common  stock not owned by the ESOP will be  exchanged  for
          $11.25 per share in cash.  The shares of the  company's  common  stock
          owned by the ESOP  will be  retained  by the ESOP.  Completion  of the
          merger is subject to the receipt of proposed  financing,  the approval
          of the company's  non-ESOP  stockholders and ESOP  participants and to
          other conditions  contained in the merger  agreement.  There can be no
          assurance that the merger will be consummated.

Item 6.   Exhibits and Reports on Form 8-K

          (a)   Exhibits

                Not applicable.

          (b)   Reports on Form 8-K

                The Company filed no reports on Form 8-K for the quarter ended
                March 31, 2001.


                                       8
<PAGE>


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.







STV GROUP, INCORPORATED
-----------------------
    (Registrant)




  May 11, 2001                        By:  /s/ Dominick M. Servedio
-----------------                          -------------------------------------
       Date                                Dominick M. Servedio
                                           President and Chief Executive Officer






  May 11, 2001                        By:  /s/ Peter W. Knipe
----------------                           -------------------------------------
     Date                                  Peter W. Knipe
                                           Chief Financial Officer


                                       9