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 JUNE 30, 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 June  30,  2001,  there  were  3,884,318  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...9

Part II: OTHER INFORMATION

         Item 1. Legal Proceedings...........................................10

         Item 2. Changes in Securities.......................................10

         Item 3. Defaults Upon Senior Securities.............................10

         Item 4. Submission of Matters to a Vote of Security Holders.........10

         Item 5. Other Information...........................................10

         Item 6. Exhibits and Reports on Form 8-K............................10

SIGNATURES...................................................................11





<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>

                                                                   June 30, 2001     September 30, 2000
                                                                   -------------     ------------------
<S>                                                               <C>                  <C>
ASSETS
------
Current Assets:
  Cash and cash equivalents                                            $2,358,000          $3,382,000
  Accounts receivable                                                  39,558,000          36,282,000
  Costs and estimated profits of uncompleted
    contracts in excess of related billings                            22,677,000          18,404,000
  Prepaid expenses and other current assets                             1,499,000             915,000
                                                                        ---------             -------

  Total Current Assets                                                 66,092,000          58,983,000

Property and equipment                                                  8,116,000           7,655,000

Less accumulated depreciation                                           4,968,000           4,767,000
                                                                        ---------           ---------

    Net property and equipment                                          3,148,000           2,888,000

Deferred income taxes                                                   3,251,000           2,852,000

Other assets                                                            1,042,000             903,000
                                                                        ---------             -------

      TOTAL                                                           $73,533,000         $65,626,000
      -----                                                           ===========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
  Current Liabilities:
    Deferred compensation                                                $102,000            $100,000
    Notes payable - other                                                 557,000                   0
    Accounts payable                                                   13,741,000           9,025,000
    Accrued expenses                                                   11,465,000          11,839,000
    Billings on uncompleted contracts in excess of
      related costs and estimated profits                              10,446,000          12,514,000
    Deferred income taxes                                               1,893,000           1,983,000
    Income tax payable                                                  2,146,000             933,000
                                                                        ---------             -------

      Total Current Liabilities                                        40,350,000          36,394,000

  Deferred compensation                                                 4,910,000           3,886,000
  Post-retirement benefits                                              1,200,000           1,200,000

  Stockholders' Equity:
    Common stock                                                        2,067,000           2,053,000
    Capital in excess of par                                            3,667,000           3,546,000
    Retained earnings                                                  22,110,000          19,318,000
                                                                       ----------          ----------

      Total                                                            27,844,000          24,917,000
        Less:  Treasury stock                                             771,000             771,000
                                                                          -------             -------

      Total Stockholders' Equity                                       27,073,000          24,146,000

      TOTAL                                                           $73,533,000         $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               NINE MONTHS ENDED
                                                                 June 30                         June 30
                                                           2001          2000               2001            2000
<S>                                                <C>             <C>               <C>             <C>

Revenues

Total revenues                                         $49,799,000    $39,772,000       $138,736,000    $110,555,000
Less subcontract and procurement costs                  17,372,000     11,370,000         44,932,000      26,245,000
                                                        ----------     ----------         ----------      ----------

Operating revenue                                      $32,427,000    $28,402,000        $93,804,000     $84,310,000

Costs and expenses

Costs of services                                       27,763,000     24,153,000         80,228,000      70,884,000
General and administrative                               3,120,000      2,169,000          7,809,000       6,563,000
                                                         ---------      ---------          ---------       ---------

Total costs and expenses                                30,883,000     26,322,000         88,037,000      77,447,000

Miscellaneous income, net                                   10,000         34,000             20,000          35,000
Interest expense                                           (51,000)       (49,000)          (143,000)       (130,000)
Interest income                                             51,000         59,000            175,000         217,000
                                                            ------         ------            -------         -------

Income before income taxes                               1,554,000      2,124,000          5,819,000       6,985,000

Income taxes                                             1,030,000      1,004,000          3,027,000       3,247,000
                                                         ---------      ---------          ---------       ---------

Net income                                                $524,000     $1,120,000         $2,792,000      $3,738,000
                                                          ========     ==========         ==========      ==========

Basic earnings per share:                                     $.13           $.29               $.72            $.97
Diluted earnings per share:                                   $.12           $.27               $.66            $.90


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


                                       3
<PAGE>


                             STV GROUP, INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                 NINE MONTHS ENDED
                                                                                      June 30
                                                                                2001           2000
<S>                                                                       <C>            <C>
Operating Activities
--------------------
  Net income                                                                 $2,792,000     $3,738,000
  Adjustments to reconcile net income to
    net cash used in operating activities:
      Depreciation and amortization                                           1,117,000        888,000
      Deferred income taxes                                                    (489,000)      (780,000)
      Loss on disposal of property and equipment                                 11,000          4,000
  Changes in operating assets and liabilities:
      Accounts receivable                                                    (3,276,000)    (4,168,000)
      Costs of uncompleted contracts in excess of billings
        and other assets                                                     (5,016,000)    (1,946,000)
      Accounts payable and accrued expenses                                   5,368,000      2,123,000
      Billings on uncompleted contracts in excess of related costs           (2,068,000)    (5,494,000)
      Income taxes payable                                                    1,213,000       (256,000)
                                                                              ---------       --------
        Net cash used in operating activities                                 $(348,000)   $(5,891,000)

Investing Activities
--------------------
  Purchase of property and equipment                                        $(1,116,000)   $(1,843,000)
  Purchase of software                                                         (252,000)      (346,000)
                                                                               --------       --------
        Net cash used in investing activities                               $(1,368,000)   $(2,189,000)

Financing Activities
--------------------
  Proceeds from issuance of common stock                                       $135,000       $104,000
  Proceeds from line of credit, long term and short term borrowings           2,841,000      3,250,000
  Principal payments on line of credit, long term and short term borrowings  (2,284,000)    (2,450,000)
                                                                             ----------     ----------
        Net cash provided by financing activities                              $692,000       $904,000

  Decrease in cash and cash equivalents                                      (1,024,000)    (7,176,000)
  Cash and cash equivalents at beginning of period                            3,382,000      7,248,000
                                                                              ---------      ---------
  Cash and cash equivalents at end of period                                 $2,358,000        $72,000
                                                                             ==========        =======

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


                                       4
<PAGE>


        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                  June 30, 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 nine month  periods ended June 30, 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                           NINE MONTHS ENDED
                                  June 30, 2001         June 30, 2000          June 30, 2001         June 30, 2000
                                  -------------         -------------          -------------         -------------
<S>                               <C>                   <C>                   <C>                  <C>

Basic earnings per share                $0.13                 $0.29                  $0.72                $0.97
Shares outstanding                  3,882,937             3,844,021              3,876,331            3,839,535

Diluted earnings per share              $0.12                 $0.27                  $0.66                $0.90
Shares outstanding                  4,367,707             4,120,069              4,235,148            4,175,270
</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.    PLAN OF MERGER

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 at a meeting on August 29,
2001 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 nine  months  ended June 30,  2001  increased  25.5% as
compared to the nine months ended June 30, 2000. Operating revenues for the same
nine month  period  increased  11.3% from the  comparable  nine months of fiscal
2000.

Pass-through  costs,  expressed as a percentage of total revenues,  increased to
32.4% for the first  nine  months of  fiscal  2001 as  compared  to 23.7% in the
comparable period of fiscal 2000.  Pass-through costs will vary depending on the
need for specialty subconsultants and governmental subcontract requirements.

Cost of services,  expressed as a percentage of operating revenues, increased to
85.5% for the first  nine  months of fiscal  2001 from  84.1% in the  comparable
period of fiscal 2000. The increase in the  percentage  from fiscal 2000 was due
to labor related expenses increasing at a greater rate than operating revenues.

General and  administrative  expense,  expressed  as a  percentage  of operating
revenue,  increased to 8.3% for the nine months ended June 30, 2001 from 7.8% in
the comparable  nine months of fiscal 2000.  The increase in this  percentage is
due  primarily to  increased  legal and  accounting  costs  associated  with the
Company's planned merger with the Employee Stock Ownership Plan.


                                       6
<PAGE>


Miscellaneous income, net decreased to $20,000 for the nine months ended June 30
of fiscal 2001 from $35,000 in the comparable period of fiscal 2000.

Interest  income,  net of interest  expense,  decreased to $32,000 for the first
nine months of fiscal 2001 from $87,000 in the comparable period of fiscal 2000.

Income tax expense for the first nine months of fiscal 2001 was 52.0% of pre-tax
income  compared to 46.5% for the same period last year.  The increase  reflects
the  non-deductibility  of certain costs  associated with the Company's  planned
merger with the Employee Stock Ownership Plan.

Diluted  earnings per common share for the nine month period ended June 30, 2001
was $.66 cents versus $.90 cents for the same period last year.

Total  revenues for the quarter ended June 30, 2001 (third  quarter fiscal 2001)
increased  25.2% as compared to the third  quarter of fiscal 2000 and  increased
10.4% as compared to the previous  quarter.  Operating  revenues (total revenues
excluding  pass-through  costs) increased 14.2% as compared to the third quarter
of fiscal 2000 and increased 3.9% as compared with the previous quarter.

Pass-through  costs,  expressed as a percentage of total revenues,  increased to
34.9% as  compared to 28.6% in the third  quarter of fiscal  2000 and  increased
from 30.8% in the previous  quarter.  Pass-through  costs will vary depending on
the need for specialty subconsultants and governmental subcontract requirements.

Cost of services,  expressed as a percentage of operating revenues, increased to
85.6% for the third  quarter of fiscal  2001 from 85.0% in the third  quarter of
fiscal  2000 and from  84.9%  in the  previous  quarter.  The  increase  in this
percentage was due mainly to labor related expenses increasing at a greater rate
than operating revenues for the comparable periods.


                                       7
<PAGE>


General and  administrative  expense,  expressed  as a  percentage  of operating
revenue,  increased to 9.6% in the third quarter of fiscal 2001 from 7.6% in the
third quarter of fiscal 2000 and from 7.7% recorded in the previous quarter. The
increase in this  percentage is due primarily to increased  legal and accounting
costs  associated  with the  Company's  planned  merger with the Employee  Stock
Ownership Plan.

Miscellaneous  income,  net decreased to $10,000 for the third quarter of fiscal
2001 from $34,000 in the third quarter of fiscal 2000 and increased  from $4,000
in the previous quarter.

Interest  income,  net of  interest  expense,  decreased  to zero for the  third
quarter  of fiscal  2001 from  $10,000 in the third  quarter of fiscal  2000 and
increased from net interest expense of $7,000 in the previous quarter.

Income tax  expense  for the third  quarter of fiscal  2001 was 66.3% of pre-tax
income  compared  to 46.6% in the  second  quarter  of fiscal  2001 and 47.3% of
pre-tax  income for the same period last year. The increase in the effective tax
rate  reflects  the  non-deductibility  of  certain  costs  associated  with the
Company's planned merger with the Employee Stock Ownership Plan.

Diluted  earnings per common share for the third quarter of fiscal 2001 was $.12
cents versus $.27 cents for the third quarter of fiscal 2000.

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

Working  capital  increased to $25,742,000 at June 30, 2001 from  $25,064,000 at
March 31, 2001.  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 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.

If the  planned  merger is  effected  pursuant  to the Proxy  Statement  for the
Special Meeting of Shareholders to be held on August 29, 2001,  substantial debt
will be incurred.


                                       8
<PAGE>


The Company's backlog at June 30, 2001 is approximately $240 million.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk.
         ----------------------------------------------------------
Market risk exposures to the Company are not material.


                                       9
<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  at a
          meeting  to be  held  on  August  29,  2001  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

                (2) Agreement and Plan of Merger dated April 30, 2001 between
                    the Company and the ESOP.*

          (b)   Reports on Form 8-K

                The Company  filed a report on form 8-K dated  April 30, 2001 to
                report execution of the Merger Agreement.



*Incorporated by reference to the Company's Form 8-K dated April 30, 2001.



                                       10
<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)




  August 14, 2001                     By:  /s/ Dominick M. Servedio
--------------------                       -------------------------------------
       Date                                Dominick M. Servedio
                                           President and Chief Executive Officer






  August 14, 2001                     By:  /s/ Peter W. Knipe
-------------------                        -------------------------------------
     Date                                  Peter W. Knipe
                                           Chief Financial Officer


                                       11