<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

                For the quarterly period ended November 24, 2002

                                       or

[ ]     Transition report pursuant to section 13 or 15(d) of the Securities
                              Exchange Act of 1934

               for the transition period from ________ to ________

                         Commission file number 1-11344
                                                -------

                       INTERMAGNETICS GENERAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          New York                                          14-1537454
------------------------------                          -------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

            450 Old Niskayuna Road, PO Box 461, Latham, NY 12110-0461
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (518) 782-1122
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



              -----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


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 _______.

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

Common Stock, $.10 par value - 16,490,700 as of December 29, 2002.



<PAGE>




                       INTERMAGNETICS GENERAL CORPORATION

                                    CONTENTS
<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION


<S>                                                                                                   <C>
Item 1:  Financial Statements:

         Consolidated Balance Sheets - November 24, 2002 and May 26, 2002...............................    3

         Consolidated Income Statements - Three Months and Six Months Ended
           November 24, 2002 and November 25, 2001......................................................    5

         Consolidated Statements of Cash Flows - Six Months Ended
           November 24, 2002 and November 25, 2001......................................................    6

         Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income -
          Six Months Ended November 24, 2002 ...........................................................    7

         Notes to Consolidated Financial Statements.....................................................    8

Item 2:  Management's Discussion and Analysis of Financial Condition
           and Results of Operations....................................................................   15

Item 3:  Quantitative and Qualitative Disclosures About Market Risk.....................................   21

Item 4:  Controls and Procedures........................................................................   22


PART II - OTHER INFORMATION.............................................................................   23


SIGNATURES..............................................................................................   24

CERTIFICATIONS..........................................................................................   24


</TABLE>

                                       2


<PAGE>



CONSOLIDATED BALANCE SHEETS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>

                                                                  November 24,         May 26,
                                                                      2002              2002
                                                                  ------------        --------
ASSETS                                                            (Unaudited)
CURRENT ASSETS
<S>                                                                 <C>                 <C>
  Cash and cash equivalents                                        $ 74,639           $ 73,517
  Trade accounts receivable, less allowance
    (November 24, 2002 - $182; May 26, 2002 - $293)                  20,812             20,612
  Costs and estimated earnings in excess of
    billings on uncompleted contracts                                   380                428
  Inventories:
    Consigned products                                                  301              2,799
    Finished products                                                   906                659
    Work in process                                                   9,116              7,405
    Materials and supplies                                            8,160              9,054
                                                                   --------           --------
                                                                     18,483             19,917
  Deferred income taxes                                               1,497              1,497
  Prepaid expenses and other                                          2,913              2,037
                                                                   --------           --------
    TOTAL CURRENT ASSETS                                            118,724            118,008

PROPERTY, PLANT AND EQUIPMENT
  Land and improvements                                               1,128              1,128
  Buildings and improvements                                         12,172             12,172
  Machinery and equipment                                            36,083             34,642
  Leasehold improvements                                              3,705              3,705
                                                                   --------           --------
                                                                     53,088             51,647
  Less accumulated depreciation and amortization                     25,278             23,310
                                                                   --------           --------
                                                                     27,810             28,337

INTANGIBLE AND OTHER ASSETS
  Available-for-sale securities                                                          2,833
  Goodwill                                                           13,750             13,750
  Other intangibles, less accumulated amortization
     (November 24, 2002- $6,666; May 26, 2002 - $5,746)               7,839              8,759
  Note receivable                                                     3,910              3,861
  Other assets                                                        1,818              1,677
                                                                   --------           --------

    TOTAL ASSETS                                                   $173,851           $177,225
                                                                   ========           ========

</TABLE>


                                       3


<PAGE>

CONSOLIDATED BALANCE SHEETS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>

                                                                       November 24,           May 26,
                                                                           2002                2002
                                                                       ------------          ---------
LIABILITIES AND SHAREHOLDERS' EQUITY                                   (Unaudited)
CURRENT LIABILITIES
<S>                                                                    <C>                      <C>
  Current portion of long-term debt                                     $    277              $    267
  Accounts payable                                                        11,171                10,757
  Salaries, wages and related items                                        6,191                 7,221
  Customer advances and deposits                                             451                 1,007
  Product warranty reserve                                                 1,163                 1,326
  Accrued income taxes                                                                           2,332
  Other liabilities and accrued expenses                                   2,215                 1,985
                                                                        --------              --------
    TOTAL CURRENT LIABILITIES                                             21,468                24,895

LONG-TERM DEBT, less current portion                                       4,529                 4,668
DERIVATIVE LIABILITY                                                         407                   268

SHAREHOLDERS' EQUITY
  Preferred Stock, par value $.10 per share:
    Authorized - 2,000,000 shares
    Issued and outstanding - None
  Common Stock, par value $.10 per share:
    Authorized - 40,000,000 shares
    Issued and outstanding (including shares in treasury):
      November 24, 2002 - 17,471,493 shares;
      May 26, 2002 - 17,333,459 shares;                                    1,747                 1,733
  Additional paid-in capital                                             138,151               137,419
  Notes receivable from employees                                         (3,725)                 (799)
  Retained earnings                                                       22,322                15,999
  Accumulated other comprehensive loss                                      (266)                 (906)
                                                                        --------              --------
                                                                         158,229               153,446
  Less cost of Common Stock in treasury
    November 24, 2002 - 982,576 shares
    May 26, 2002 - 671,316 shares                                        (10,782)               (6,052)
                                                                        --------              --------
                                                                         147,447               147,394
                                                                        --------              --------

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $173,851              $177,225
                                                                        ========              ========

</TABLE>


See notes to consolidated financial statements.


                                       4

<PAGE>

CONSOLIDATED INCOME STATEMENTS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>

                                                         Three Months Ended                     Six Months Ended
                                                ---------------------------------    -----------------------------------
                                                 November 24,       November 25,       November 24,       November 25,
                                                     2002               2001               2002               2001
                                                -------------      --------------    ---------------     ---------------
<S>                                                <C>                <C>               <C>                   <C>
Net sales                                        $   36,664        $    38,971         $    71,844        $    79,060

Cost of products sold                                22,521             22,937              44,101             45,787
                                                 ----------        -----------         -----------        -----------

Gross margin                                         14,143             16,034              27,743             33,273

Product research and development                      3,226              3,689               6,698              7,707
Marketing, general and administrative                 4,952              6,579               9,305             13,655
Amortization of intangible assets                       460                486                 920              1,013
                                                 ----------        -----------         -----------        -----------
                                                      8,638             10,754              16,923             22,375
                                                 ----------        -----------         -----------        -----------

Operating income                                      5,505              5,280              10,820             10,898
Interest and other income                               244                703                 675              1,055
Interest and other expense                             (130)              (180)               (241)              (307)
Loss on available-for-sale securities                (2,090)                                (2,108)
Gain on litigation settlement                           537                                    537
Gain on sale of division                                                15,376                                 15,376
Write down of investments                                               (6,290)                                (6,290)
                                                 ----------        -----------         -----------        -----------
Income  before income taxes                           4,066             14,889               9,683             20,732
Provision for income taxes                            1,411              4,502               3,360              6,705
                                                 ----------        -----------         -----------        -----------

NET INCOME                                       $    2,655        $    10,387         $     6,323        $    14,027
                                                 ==========        ===========         ===========        ===========

Net Income per Common Share:
  Basic                                          $     0.16        $      0.64         $      0.38        $      0.87
                                                 ==========        ===========         ===========        ===========
  Diluted                                        $     0.16        $      0.60         $      0.37        $      0.81
                                                 ==========        ===========         ===========        ===========

</TABLE>


See notes to consolidated financial statements.


                                       5

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
INTERMAGNETICS GENERAL CORPORATION
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                                 Six Months Endedc
                                                                                     ---------------------------------------
                                                                                        November 24,        November 25,
                                                                                            2002                2001
                                                                                     ------------------- -------------------
<S>                                                                                     <C>                   <C>
OPERATING ACTIVITIES
Net income                                                                              $      6,323        $    14,027
Adjustments to reconcile net income to net cash provided by
  operating activities:
    Depreciation and amortization                                                              2,954              2,935
    Gain on sale of division                                                                                    (15,376)
    Write down of investments                                                                                     6,290
    Stock based compensation                                                                     302                326
    Loss on sale and disposal of assets                                                           46                 14
    Realized loss on available-for-sale securities                                             2,108
    Change in discount on note receivable                                                        (49)
    Change in operating assets and liabilities:
      (Increase) decrease in accounts receivable and costs and estimated
         earnings in excess of billings on uncompleted contracts                                (152)             1,303
      (Increase) decrease in inventories and prepaid expenses and other                          362             (2,629)
      Decrease in accounts payable and accrued expenses                                       (3,484)               (68)
                                                                                         -----------        -----------
   NET CASH PROVIDED BY OPERATING ACTIVITIES                                                   8,410              6,822

INVESTING ACTIVITIES
Purchases of property, plant and equipment                                                    (1,570)            (5,385)
Proceeds from sale of available-for-sale securities                                            1,363
Proceeds from the sale of property, plant and equipment                                           17
Proceeds from sale of division                                                                                   29,771
                                                                                         -----------        -----------
    NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                         (190)            24,386

FINANCING ACTIVITIES
Proceeds from sale of Common Stock and exercise of stock options                                 359              2,588
Proceeds from (advances for) Executive Stock Purchase Plan                                    (2,926)               257
Purchase of Treasury Stock                                                                    (4,402)
Principal payments on note payable and long-term debt                                           (129)            (2,217)
                                                                                         -----------        -----------
    NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                       (7,098)               628


EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                            -               (164)
                                                                                         -----------        -----------

INCREASE IN CASH AND CASH EQUIVALENTS                                                          1,122             31,672

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                              73,517             27,675
                                                                                         -----------        -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                               $    74,639        $    59,347
                                                                                         ===========        ===========

</TABLE>


See notes to consolidated financial statements.


                                       6

<PAGE>

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND
COMPREHENSIVE INCOME
INTERMAGNETICS GENERAL CORPORATION
Six months ended November 24, 2002
(Dollars in Thousands)
(Unaudited)

<TABLE>
<CAPTION>

                                                                      Accumulated
                                           Additional                    Other                          Notes
                                  Common    Paid-in      Retained    Comprehensive     Treasury       Receivable      Comprehensive
                                  Stock     Capital      Earnings    Income (Loss)      Stock       from Employees        Income
                                 -------- ------------  ----------- ----------------  ----------   ----------------  ---------------
<S>                              <C>        <C>           <C>            <C>              <C>          <C>               <C>
Balances at May 26, 2002          $ 1,733   $ 137,421      $ 15,999      $   (906)      $  (6,052)      $   (799)

Comprehensive income:
  Net Income                                                  6,323                                                       $  6,323
  Unrealized loss on
   available-for-sale
   securities, net of tax
   benefit of $157,000                                                          9                                                9
  Reclassification adjustment -
   available-for-sale securities                                              628                                              628
  Gain on derivative, net of tax
   benefit of $141,000                                                          3                                                3
                                                                                                                           -------
    Total comprehensive income                                                                                             $ 6,963
                                                                                                                           =======
Loans to employees for purchase
  of common stock                                                                                         (2,926)
Issuance of 138,034 shares of
  Common Stock, including
  exercise of stock options            14         402
Receipt of treasury stock, upon
  exercise of stock options                       328                                        (328)
Treasury stock purchase                                                                    (4,402)
                                  -------   ---------       --------    --------        ---------        --------

Balances at November 24, 2002     $ 1,747   $ 138,151       $ 22,322    $   (266)       $ (10,782)       $ (3,725)
                                  =======   =========       ========    ========        =========        ========


</TABLE>








                                       7



<PAGE>

INTERMAGNETICS GENERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - General

         In the opinion of Management, the accompanying unaudited consolidated
financial statements contain all adjustments, which are of a normal recurring
nature, necessary to present fairly the Company's financial position at November
24, 2002 and the results of its operations, cash flows and changes in
shareholders' equity for the periods presented. The results for the three and
six months ended November 24, 2002 are not necessarily indicative of the results
to be expected for the entire year. The Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Company's consolidated
financial statements for the year ended May 26, 2002, filed on Form 10-K on
August 23, 2002.

         It is the Company's policy to reclassify prior year consolidated
financial statements to conform to current year presentation.

Note B - Earnings Per Common Share

         A summary of the shares used in the calculation of net income per
Common Share is shown below:

<TABLE>
<CAPTION>
                                               Three Months Ended               Six Months Ended
                                         ------------------------------- -------------------------------
                                         Nov. 24, 2002   Nov. 25, 2001   Nov. 24, 2002   Nov. 25, 2001
                                         --------------- --------------- --------------- ---------------
<S>                                         <C>              <C>               <C>          <C>
Income available to common stockholders   $      2,655    $      10,387   $       6,323   $      14,027

Weighted average shares                     16,466,089       16,229,361      16,567,001      16,166,681

Dilutive potential Common Shares:
   Warrants                                                      32,345                          37,425
   Stock Options                               503,025        1,120,471         510,149       1,155,538
                                          ------------    -------------   -------------   -------------

Adjusted weighted average shares            16,969,114       17,382,177      17,077,150      17,359,644
                                          ============    =============   =============   =============

Net income per common share:
     Basic                                $       0.16    $        0.64   $        0.38   $        0.87
                                          ============    =============   =============   =============
     Diluted                              $       0.16    $        0.60   $        0.37   $        0.81
                                          ============    =============   =============   =============

</TABLE>


                                       8


<PAGE>

Note C - New Accounting Pronouncements

      In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", ("SFAS No. 144") which supersedes Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144
establishes a single accounting method for long-lived assets to be disposed of
by sale, whether previously held and used or newly acquired, and extends the
presentation of discontinued operations to include more disposal transactions.
SFAS No. 144 also requires that an impairment loss be recognized for assets
held-for-use when the carrying amount of an asset (group) is not recoverable.
The carrying amount of an asset (group) is not recoverable if it exceeds the sum
of the undiscounted cash flows expected to result from the use and eventual
disposition of the asset (group), excluding interest charges. Estimates of
future cash flows used to test the recoverability of a long-lived asset (group)
must incorporate the entity's own assumptions about its use of the asset (group)
and must factor in all available evidence. The Company adopted SFAS No. 144
effective May 27, 2002; this did not have a material impact on the financial
statements.

      In April 2002, the Financial Accounting Standards Board issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections as of April 2002". This Standard
addresses a number of items related to leases and other matters. The Company
adopted this Standard effective May 27, 2002; this did not have a material
impact on the financial statements.

      In June 2002, the Financial Accounting Standards Board issued SFAS 146,
"Accounting for Costs Associated with Exit or Disposal Activities". This
Standard addresses the recognition, measurement and reporting costs that are
associated with exit or disposal activities. SFAS No.146 is effective for exit
or disposal activities that are initiated after December 31, 2002. The Company
does not expect the adoption of SFAS No. 146 to have a material effect on its
financial statements.

Note D - Segment and Related Information

         The Company operates in three reportable segments: Magnetic Resonance
Imaging (MRI), Instrumentation, and Energy Technology. The MRI segment consists
primarily of the manufacture and sale of magnets (by the IGC-Magnet Business
Group) and radio frequency coils (by IGC-Medical Advances Inc.), which are used



                                       9

<PAGE>


principally in the medical diagnostic imaging market. Until October 25, 2001
this segment also included the manufacture and sale of low-temperature
superconducting wire (by IGC-Advanced Superconductors, also known as IGC-AS).
The Company sold substantially all of the assets of IGC-AS on October 25, 2001.
The Instrumentation segment consists of the manufacture and sale of
refrigeration equipment (by IGC-Polycold Systems Inc.), used primarily in
ultra-high vacuum applications, industrial coatings, analytical instrumentation,
medical diagnostics and semiconductor processing and testing. This segment also
included IGC-APD Cryogenics Inc., which manufactured and sold refrigeration
equipment. The Company transferred the mixed-gas portion of IGC-APD to
IGC-Polycold and sold the remaining IGC-APD business in a stock sale effective
February 5, 2002. The Energy Technology segment, operated through SuperPower
Inc., is developing second generation, high-temperature superconducting (HTS)
materials that we expect to use in devices designed to enhance capacity,
reliability and quality of transmission and distribution of electrical power.

         Intersegment sales and transfers are accounted for as if the sales or
transfers were to third parties, that is, at current market prices. The Company
evaluates the performance of its reportable segments based on operating income
(loss).
         Summarized financial information concerning the Company's reportable
segments is shown in the following table:
<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                       -----------------------------------------------------------------------
                                                                 November 24, 2002
                                       -----------------------------------------------------------------------
(Dollars in Thousands)                  Magnetic Resonance                       Energy
                                             Imaging        Instrumentation    Technology         Total
                                       -----------------------------------------------------------------------
<S>                                        <C>                  <C>               <C>             <C>
Net sales to external customers:
  Magnet systems & components             $   31,261                                             $   31,261
  Refrigeration equipment                                      $    4,999                             4,999
  Other                                                                        $     404                404
                                          ----------           ----------      ---------         ----------
       Total                                  31,261                4,999            404             36,664

Intersegment net sales

Segment operating income (loss)                7,059                   12         (1,577)             5,494

Total assets                              $  155,199           $   10,682      $   7,970         $  173,851


</TABLE>


                                       10

<PAGE>

<TABLE>
<CAPTION>


(Dollars in Thousands)                                           November 25, 2001
                                     -------------------------------------------------------------------------
                                      Magnetic Resonance                       Energy
                                           Imaging        Instrumentation    Technology          Total
                                     -------------------------------------------------------------------------
<S>                                      <C>                <C>                <C>              <C>
Net sales to external customers:
  Magnet systems & components           $   29,690                                              $  29,690
  Refrigeration equipment                                   $     7,568                             7,568
  Other                                       1,061                           $     652             1,713
                                        -----------         -----------       ---------         ---------
          Total                              30,751               7,568             652            38,971

Intersegment net sales                                            1,236                             1,236

Segment operating income (loss)               6,790                (426)         (1,659)            4,705

Total assets                            $   146,177         $    16,048       $   7,368         $ 169,593


(Dollars in Thousands)                                           Six Months Ended
                                     -------------------------------------------------------------------------
                                                                November 24, 2002
                                     -------------------------------------------------------------------------
                                      Magnetic Resonance                       Energy
                                           Imaging        Instrumentation    Technology          Total
                                     -------------------------------------------------------------------------

Net sales to external customers:
  Magnet systems & components           $    61,521                                             $  61,521
  Refrigeration equipment                                   $     9,556                             9,556
  Other                                                                       $     767               767
                                        -----------         -----------       ---------         ---------
          Total                              61,521               9,556             767            71,844

Intersegment net sales                                                                                  -

Segment operating income (loss)              14,544                (102)         (3,649)           10,793

Total assets                            $   155,199        $     10,682       $   7,970         $ 173,851



                                                                 November 25, 2001
                                      ------------------------------------------------------------------------
                                       Magnetic Resonance                       Energy
                                            Imaging        Instrumentation    Technology         Total
                                      ------------------------------------------------------------------------

Net sales to external customers:
  Magnet systems & components           $    57,506                                             $  57,506
  Refrigeration equipment                                   $    17,911                            17,911
  Other                                       2,092                           $   1,551             3,643
                                        -----------         -----------       ---------         ---------
          Total                              59,598              17,911           1,551            79,060

Intersegment net sales                                            2,931                             2,931

Segment operating income (loss)              13,502                 289          (3,126)           10,665

Total assets                            $   146,177         $    16,048       $   7,368         $ 169,593

</TABLE>



                                       11

<PAGE>


         The following are reconciliations of the information used by the chief
operating decision maker to the Company's consolidated totals:

<TABLE>
<CAPTION>

(Dollars in Thousands)
                                                                         Three Months Ended
                                                           -----------------------------------------------

                                                              November 24, 2002      November 25, 2001
                                                           ----------------------- -----------------------
<S>                                                            <C>                      <C>
Reconciliation of income before income taxes:

Total profit from reportable segments                          $      5,494             $     4,705
Intercompany profit in ending inventory                                  11                     575
                                                               ------------             -----------
Net operating income                                                  5,505                   5,280

Interest and other income                                               244                     703
Interest and other expense                                             (130)                   (180)
Loss on available-for-sale securities                                (2,090)
Gain on litigation settlement                                           537
Gain on sale of division                                                                     15,376
Write down of investments                                                                    (6,290)
                                                               ------------             -----------
Income before income taxes                                     $      4,066             $    14,889
                                                               ============             ===========


                                                                          Six Months Ended
                                                           -----------------------------------------------

                                                              November 24, 2002      November 25, 2001
                                                           ---------------------  ------------------------
Reconciliation of income before income taxes:

Total profit from reportable segments                          $     10,793             $    10,665
Intercompany profit in ending inventory                                  27                     233
                                                               ------------             -----------
Net operating income                                                 10,820                  10,898

Interest and other income                                               675                   1,055
Interest and other expense                                             (241)                   (307)
Loss on available-for-sale securities                                (2,108)
Gain on litigation settlement                                           537
Gain on sale of division                                                                     15,376
Write down of investments                                                                    (6,290)
                                                               ------------             -----------
Income before income taxes                                     $      9,683             $    20,732
                                                               ============             ===========

</TABLE>

Note E - Business Combinations, Goodwill and Other Intangible Assets

         The Company adopted Statements of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other
Intangible Assets" effective May 28, 2001. SFAS No. 141 requires that all
business combinations be accounted for under the purchase method only and that
certain acquired intangible assets in a business combination be recognized as
assets apart from goodwill. SFAS No. 142 requires that ratable amortization of
goodwill be replaced with periodic tests of the goodwill's impairment and that
identifiable intangible assets other than goodwill be amortized over their
useful lives. SFAS No. 141 is effective for all business combinations initiated
after June 30, 2001 and for all business combinations accounted for by the
purchase method for which the date of acquisition is after June 30, 2001.


                                       12
<PAGE>

The components of other intangibles are as follows:

<TABLE>
<CAPTION>

(Dollars in Thousands)

                                                              As of November 24, 2002
                                             ----------------------------------------------------------

                                              Gross Carrying        Accumulated           Weighted
                                                  Amount            Amortization        Average Life
                                             -----------------    -----------------    ----------------
<S>                                             <C>                   <C>                <C>
Amortized Intangible Assets
     Production Rights                            $ 8,750              $4,640                 5.5
     Patents                                        3,832                 775                17.9
     Trade Name                                       960                 288                20.0
     Unpatented Technology                            930                 930                 5.0
     Other                                             33                  33                 5.0
                                                  -------              ------              ------
                                                  $14,505              $6,666                 9.8

</TABLE>

Aggregate amortization expense for the quarter and six months ended November 24,
2002 was $460,000 and $920,000 respectively.

Estimated Amortization Expense:

For the year ending May 2003                $1,841
For the year ending May 2004                $1,841
For the year ending May 2005                $1,841
For the year ending May 2006                $  382
For the year ending May 2007                $  250

All intangibles are amortized on a straight line basis.

There have been no changes in the carrying amount of goodwill for the quarter
ended November 24, 2002. Management has evaluated goodwill for impairment during
the quarter ending November 24, 2002 in accordance with SFAS No. 142 and has
determined no impairment exists.

Note F - Derivative Instruments and Hedging Activities

         The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities"
effective May 26, 2001. SFAS No. 133, as amended, requires that all derivative
instruments be recorded on the balance sheet at their fair value. Changes in the
fair value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction. For the
quarter and six months ended November 24, 2002, the Company recorded other
comprehensive gain of $8,000 and $3,000 respectively net of tax.

                                       13

<PAGE>

         The Company has entered into interest rate swap agreements to reduce
the effect of changes in interest rates on its floating rate long-term debt. At
November 24, 2002, the Company had outstanding interest rate swap agreements
with a commercial bank, having a total original notional principal amount of
approximately $5.735 million. Those agreements effectively change the Company's
interest rate exposure on its mortgages due 2004 to a fixed 6.88%. The interest
rate swap agreement matures at the time the related notes mature. The Company is
exposed to credit loss in the event of non-performance by the other parties to
the interest rate swap agreement. However, the Company does not anticipate
non-performance by the counterparties.

Note G - Available-for-Sale Securities

During October 2002 the Company sold its remaining 827,153 shares of Ultralife
Batteries, Inc. for total proceeds of $1,283,230 with a gross realized loss of
$2,090,000. In connection with the sale, net unrealized holding loss of $628,000
has been reclassified from accumulated other comprehensive income.





                                       14

<PAGE>



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS
          ---------------------------------------------------------------

         Intermagnetics General Corporation ("Intermagnetics", "Company", "we"
or "us") makes forward-looking statements in this document. Typically, we
identify forward-looking statements with words like "believe," "anticipate,"
"perceive," "expect," "estimate" and similar expressions. Unless a passage
describes a historical event, it should be considered a forward-looking
statement. These forward-looking statements are not guarantees of future
performance and involve important assumptions, risks, uncertainties and other
factors that could cause the Company's actual results for fiscal year 2003 and
beyond to differ materially from those expressed in the forward-looking
statements. These important factors include, without limitation, the
assumptions, risks, and uncertainties set forth in this Management's Discussion
and Analysis of Financial Condition and Results of Operations, as well as other
assumptions, risks, uncertainties and factors disclosed throughout this report.

         Except for our continuing obligations to disclose material information
under federal securities laws, we are not obligated to update these
forward-looking statements, even though situations may change in the future. We
qualify all of our forward-looking statements by these cautionary statements.

Company Overview

      The Company operates in three reportable operating segments: Magnetic
Resonance Imaging (MRI), Instrumentation, and Energy Technology. The MRI segment
consists primarily of the manufacture and sale of magnet systems (by the
IGC-Magnet Business Group) and radio frequency coils (by IGC-Medical Advances
Inc.). These products are used principally in the medical diagnostic imaging
market. Until October 24, 2001 this segment also included the manufacture and
sale of low-temperature superconducting wire by our IGC-Advanced Superconductor
division ("IGC-AS"). The Instrumentation segment consists of refrigeration
equipment produced by IGC-Polycold Systems Inc. ("IGC-Polycold"). These systems
are used primarily in ultra-high vacuum applications, industrial coatings,
analytical instrumentation, medical diagnostics and semiconductor processing and
testing. For the first three quarters of fiscal year 2002, this segment also
included IGC-APD Cryogenics Inc ("IGC-APD"). The Energy Technology segment,
operated through SuperPower, Inc. is developing second generation,
high-temperature superconducting materials that we expect to use in devices
designed to enhance capacity, reliability and quality of transmission and
distribution of electrical power.

      Intersegment sales and transfers are accounted for as if the sales or
transfers were to third parties, that is, at current market prices. The Company
evaluates the performance of its reportable segments based on operating income
(loss). The Company operates on a 52/53-week fiscal year ending the last Sunday
during the month of May.


                                       15
<PAGE>

Critical Accounting Policies and Estimates

      The Company's discussion and analysis of its financial condition and
results of operations are based upon; in part, the Company's consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP). The
preparation of these financial statements requires the Company to make estimates
and judgments that affect assets, liabilities, revenues, expenses and related
disclosure of contingent liabilities.

      The Company recognizes revenue and profit on long-term development
contracts based upon the lesser of, milestones achieved or costs incurred plus
earned profit. Some of these contracts require the Company to contribute to the
development effort. Should the actual costs exceed the estimates for these
development efforts and the Company was not successful in securing additional
funding, it would be necessary to record additional expense.

      The Company maintains a reserve for inventory that may become damaged in
the manufacturing process or technologically obsolete. If technology advances
more rapidly than expected, manufacturing processes improve substantially or the
market for our products declines substantially, adjustments to reserves may be
required.

      The provision for warranty for potential defects with our manufactured
products is based on historical experience for the period the product was under
warranty during the fiscal year. The Company believes this reserve is adequate
based on the evaluation criteria, procedures in place to control the
manufacturing process and pre-testing of newly developed products to ensure
their manufacturability prior to commercial introduction. If product quality
declines the Company may require additional provisions.

      The Company maintains a provision for potential environmental remediation
for businesses disposed of during fiscal 2002. These provisions are based upon
estimates from environmental engineers that have visited the sites and
understand the scope of the project, should a cleanup be required. The Company
believes these provisions are adequate based on estimates from environmental
engineers.

      The Company records an investment impairment charge on available-for-sale
securities when it believes an investment has experienced a decline in value
that is other than temporary. Future adverse changes in market conditions or
poor operating results of underlying investments could result in losses or an
inability to recover the carrying value of the investment. Should this occur the
Company would be required to record an impairment charge in the future.


                                       16
<PAGE>

Results Of Operations

           Throughout this commentary reference is made to "as reported" and
"on-going" results. "As reported" results refers to prior year results which
include our current business plus the effect of contributions and costs of the
divested superconducting wire and helium businesses. "As reported" also includes
the contributions and costs related to our mixed gas business. "On-going"
results refers to our current business with the past contributions and costs of
the divested businesses removed from prior year results. Additionally,
"on-going" results include the contribution and cost of mixed gas business
transferred to our California facility.

         For the three months ended November 24, 2002, as reported sales
decreased approximately 6%, to $36.7 million, from $39.0 million for the same
period last year.

           Sales from on-going operations increased 5% to $36.7 million from
$35.0 million for the same period last year.

         As reported sales for the six month period ended November 24, 2002
decreased about 9% to $71.8 million from $79.1 million due primarily to the
divesture of IGC-AS and IGC-APD and reduced customer demand in the
Instrumentation segment partially offset by increased sales related to the MRI
segment. Sales from on-going operations increased about $200,000 to $71.8
million from $71.6 million in the previous year. This increase is primarily
related to improved product mix in the MRI segment.

         MRI segment sales, as reported increased 2% or $500,000 to $31.3
million for the quarter. Magnet system and component sales increased more than
5% or, $1.6 million from last year's second quarter due largely to an improved
product mix. Partially offsetting this increase was a decline in sales of
superconducting wire of approximately $1.1 million for the quarter due to the
divestiture of IGC-AS. Sales from on-going operations increased 5% or $1.6
million for the period due primarily to improved product mix.

         On an as reported basis, sales of the MRI segment, for the six months
ended increased 3.2% or nearly $2.0 million to $61.5 million. Magnet system and
components increased $4.0 million to $61.5 million or 7%. This increase was
primarily a result of improved product mix as well as increased customer demand.
Partially offsetting this increase was a decline in superconducting wire sales
of about $2.1 million due to the divestiture of IGC-AS.

         Sales from on-going operations increased 7% to $61.5 million from $57.5
million in the previous year due to improved product mix as well as increased
customer demand.

         Instrumentation segment sales, as reported decreased $2.6 million or
34% to $5.0 million for the quarter over the same period last year due primarily
to the divesture of IGC-APD ($3.8 million) partially offset by an increase of
$1.2 million from IGC-Polycold related to increased demand as well as the
transfer of IGC-APD's mixed gas product line.


                                       17

<PAGE>

          On-going Instrumentation segment sales increased $300,000 to nearly
$5.0 million or 7% for the quarter due to increased customer demand.

         Instrumentation segment sales, as reported declined $8.4 million or 47%
to $9.6 million for the six months ended November 24, 2002. About $6.9 million
of this decline was related to the divesture of IGC-APD and $1.5 million due to
reduced customer demand during the first quarter of fiscal 2003. On-going sales
declined about $3.0 million for the six months ended. Prior year results
included a period of significant demand which was related to increased capacity
requirements from the telecommunications, fiber optics and other industries
requiring our technology. During the past year this demand has diminished and is
not expected to reach similar levels in the near future.

         Sales of the Energy Technology segment decreased $250,000 or 38% to
about $400,000 for the quarter due to increased efforts being applied to
unfunded programs. The prior period contained sales from various funded programs
now completed. In the current period the effort dedicated to those programs has
been applied to programs for which funding is not available at this time
relating primarily to superconducting devices.

         Energy Technology segment sales for the six months ended November 24,
2002 declined nearly $800,000 or 51% to about $770,000 related to reduced
customer funding and additional effort applied to unfunded programs for similar
reasons stated above.

         Overall, as reported gross margins decreased $1.9 million to $14.1
million or 39% of sales for the quarter, from $16.0 million, or 41% of sales for
the same period last year. Of this decline $2.3 million is related to disposed
businesses partially offset by a $400,000 increase related to increased sales,
primarily in the MRI segment.

         Gross margins for the three months ended related to on-going operations
increased $300,000 from $13.9 million, or 40% of sales to $14.1 million, or 39%
of sales. This increase is a result of increased sales in all segments except
Energy Technology.

         Gross margin for the six months ended, on an as reported basis,
declined $5.5 million or 17% to $27.7 million or 39% of sales, from $33.3
million or 42% of sales. The Company realized about a $4.5 million decline in
margin relating to the sale of divested businesses. The remainder of this
decline is related to reduced margins primarily in the Instrumentation segment
as a result of the decline in markets served, partially offset by increased
margins in the MRI segment related to increased sales.


                                       18

<PAGE>

         Gross margin for the six months related to on-going operations declined
about $1.3 million from $29.0 million or 41% of sales to $27.7 million or 39% of
sales. This decline is also a result of reduced customer demand in the
Instrumentation segment partially offset by improved customer demand in the MRI
segment.

         Internal research and development declined about $500,000 to $3.2
million from $3.7 million for the three months ended November 24, 2002, on an as
reported basis. Primarily this decline was related to businesses no longer being
consolidated partially offset by increased spending in the MRI segment.

         Internal research and development related to on-going operations was
essentially the same as last year. MRI sector internal research and development
increased about 18% or $300,000 resulting from additional effort applied to new
magnet development. This increase was partially offset by a slight decline in
spending at other segments.

         Internal Research and Development on an as reported basis, for the six
months ended, declined approximately $1.0 million to $6.7 million. This decline
is primarily related to the sale of IGC-AS and IGC-APD.

         Internal research and development related to on-going operations for
the six months ended increased about $300,000 resulting from additional focus on
new magnet systems and second generation high temperature superconductors and
first generation devices.

         Marketing, general and administrative expenses, on an as reported basis
decreased by $1.6 million to $5.0 million for the quarter. About $900,000 of
this decline was due to the sale of IGC-AS and IGC-APD, with the remainder
resulting from reduced spending relating to salaries, consulting, recruiting and
a reduction of accruals for incentive compensation.

         On an on-going basis, marketing, general and administrative expenses
for the quarter decreased by $700,000 due to the spending reductions mentioned
above.

         Marketing, general and administrative expenses for the six months ended
declined $4.4 million on an as reported basis. Approximately $2.0 million of
this decline is related to the disposed businesses. The remainder of this
spending decrease is a result of decreases in all segments most notably the MRI
segment due to the reductions stated above.

         Amortization of intangibles decreased by $26,000 in the three month
period due to the sale of IGC-APD during fiscal 2002.

         Operating income as reported for the quarter increased by approximately
$225,000 over the same period last year. Operating income from on-going
operations increased about $945,000 compared to the same period last year. As
reported, operating income for the six months ended is essentially the same as
last year despite the disposition of IGC-AS and IGC-APD. Operating income from
on-going operations increased about $985,000.


                                       19

<PAGE>

         Interest and other income decreased about $450,000 for the three month
period and $400,000 for the six month period. This decrease is primarily related
to the prior year containing income of about $540,000 from the sale of a product
line. Additionally, the Company's cash balances have increased considerably in
the current year however, interest rates have declined therefore resulting in
lower interest income earned. Interest and other expense have declined about
$50,000 in the three month period and $66,000 in the six month period due to the
disposition of IGC-APD.

         During the three months ended the Company sold its remaining shares of
Ultralife Batteries Inc. and realized a pre-tax loss of $2.1 million (see Note
G).

         Looking forward, we expect to continue to maintain our investment in
Energy Technology in order to be ready when the market for these products begins
to develop, which we believe will be about the middle of the decade. Despite
this investment, and a decrease in sales, resulting from the sale of IGC-AS and
IGC-APD, we expect net income to increase in the current fiscal year by about
10% to 15% (from on-going operations) as a result of our streamlined business
focus, cost containment and manufacturing efficiencies. A portion of this growth
is expected to come from increased sales of high field (3.0T) as well as
recently developed and new products being developed at IGC-Medical Advances and
IGC-Polycold. These products were being developed at the end of the prior fiscal
year and continue to be developed now. Our customers are intimately involved in
the definition and development of these products. Additionally, the Company has
an active cost cutting program in each of its divisions to increase earnings.
These expectations are based on the following assumptions, among others:

         o  The market for MRI systems continues to grow and our largest
            customer retains its share of that market;
         o  Customer acceptance of the new products recently developed and
            products under development throughout the Company;
         o  New products and recently developed products achieve the level of
            growth and market acceptance expected;
         o  Uncertainty in economic conditions does not impede further
            improvement in Instrumentation orders; and,
         o  We are able to maintain gross margins through continued production
            cost reductions and manufacturing efficiencies.



                                       20

<PAGE>


Liquidity and Capital Commitments

         For the first six months of the current fiscal year, we generated
approximately $8.4 million of cash from operating activities, $1.4 million from
the sale of available-for-sale securities and about $359,000 from the exercise
of stock options. We used approximately $1.6 million of cash for capital
expenditures, $2.9 million under our Executive Stock Purchase Plan, net of
repayments and $4.7 million for the purchase of treasury stock. See the
consolidated statement of cash flows, located elsewhere in this report, for
further details on the sources and uses of cash.

         Our capital and resource commitments as of November 24, 2002 consisted
of capital equipment commitments of approximately $1,956,000.

         At November 24, 2002, we had a $50 million unsecured line of credit
with three banks. Borrowings under the line bear interest at the London
Interbank Offered Rate (LIBOR) plus an applicable margin or prime plus an
applicable margin, at our option. The line was not in use during the quarter or
year. It expires in October 2004.

         We believe we have adequate resources to meet our needs for the
short-term from our existing cash balances, our expected cash generation in the
current fiscal year, and our line of credit. Longer-term, with substantial
increases in sales volume and/or large research and development or capital
expenditure requirements to pursue new opportunities in the Energy Technology
segment, we may need to raise additional funds. We would expect to be able to do
so through additional lines of credit, public offerings or private placements.
However, in the event funds were not available from these sources, or on
acceptable terms, we would expect to manage our growth within the financing
available.

         Inflation has not had a material impact on our financial statements.


ITEM 3:     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            ----------------------------------------------------------

         The Company's exposure to market risk through derivative financial
instruments and other financial instruments, such as investments in short-term
marketable securities and long-term debt, is not material. The financial
instruments of the Company that are interest rate dependent are unsecured line
of credit and a mortgage payable. The Company manages interest rates through
various methods within contracts. On its mortgage payable, the Company
negotiated an "interest rate swap" agreement that, in effect, fixes the rate at
6.88%. With respect to its unsecured line of credit, the Company may elect to
apply interest rates to borrowings under the line which relate to either LIBOR
plus an applicable margin, or prime plus an applicable margin, whichever is most
favorable. The Company's objective in managing its exposure to changes in
interest rates is to limit the impact of changing rates on earnings and cash
flow and to lower its borrowing costs.


                                       21

<PAGE>

     The Company does not believe that its exposure to commodity and foreign
exchange risk is material.


ITEM 4:     CONTROLS AND PROCEDURES

The Company, with the participation of its management, including its Chief
Executive Officer and Chief Financial Officer, has carried out an evaluation of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) as
of a date within 90 days prior to the filing date of this quarterly report.
Based upon, and as of the date of, that evaluation, the Chief Executive Officer
and the Chief Financial Officer concluded that the disclosure controls and
procedures of the Company were effective in ensuring that information required
to be disclosed in the periodic reports that it files or submits under the
Exchange Act is accumulated and communicated to the management of the Company,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.

There have been no significant changes in the Company's internal controls, or in
other factors that could significantly affect these controls, subsequent to the
date of the evaluation referred to above. There were no significant deficiencies
or material weaknesses identified in the evaluation and, therefore, no
corrective actions have been taken since the date of the evaluation.



                                       22

<PAGE>


PART II:  OTHER INFORMATION

ITEM 4:.   Submission of Matters to a Vote of Security Holders


(a)  The November 2002 Annual Meeting of Shareholders of the Company was held on
     November 12, 2002.

(c)(i) At the Annual Meeting, the Shareholders of the Company approved an
increase to the number of shares available for issuance under the 2000 Stock
Option and Award Plan by 820,000 shares. The vote was 11,728,195 FOR; 3,365,336
AGAINST; 77,245 ABSTAIN.

(c)(ii) At the Annual Meeting, the Shareholders of the Company approved an
increase to the maximum number of shares for which any individual may receive
grants under the 2000 Stock Option and Award Plan to 500,000 per calendar year.
The vote was 11,400,564 FOR; 3,691,773 AGAINST; 78,439 ABSTAIN..

 (c)(iii) At the Annual Meeting, the Shareholders of the Company elected to
the Board of Directors all four nominees for director with the following vote:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                                                                                BROKER
   DIRECTOR                        FOR                 WITHHELD             ABSTAIN           NON-VOTES
---------------------------------------------------------------------------------------------------------------
<S>                               <C>                   <C>                  <C>               <C>
John M. Albertine               14,331,122             859,654                --                  --
---------------------------------------------------------------------------------------------------------------
Glenn H. Epstein                14,341,980             828,796                --                  --
---------------------------------------------------------------------------------------------------------------
James S. Hyde                   14,339,492             831,284                --                  --
---------------------------------------------------------------------------------------------------------------
Larry G. Garberding             14,384,397             786,379                --                  --
---------------------------------------------------------------------------------------------------------------

</TABLE>


ITEM 6:.   Exhibits and Reports on Form 8K.

(a)  Exhibits
Certifications of Chief Executive Officer and Chief Financial Officer

*  99.1      Certification of Chief Executive Officer pursuant to 18 U.S.C.
             Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of
             2002.

*  99.2      Certification of Chief Financial Officer pursuant to 18 U.S.C.
             Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of
             2002.

(b) Reports on Form 8K

         On October 23, 2002 the Company filed an 8-K with respect to the sale
    of all remaining shares of Ultralife Batteries, Inc.




                                       23

<PAGE>


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.

                                       INTERMAGNETICS GENERAL CORPORATION


Dated: January 8, 2003                 By: /s/Glenn H. Epstein
                                           ----------------------------------
                                           Glenn H. Epstein
                                           President and Chief Executive Officer


Dated: January 8, 2003                 By: /s/Michael K. Burke
                                           -------------------------------------
                                           Michael K. Burke
                                           Executive Vice President and
                                           Chief Financial Officer





                                       24
<PAGE>


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

I, Glenn H. Epstein, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Intermagnetics
         General Corp.;

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

     3.  Based upon my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

     4.  The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

           a.  Designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

           b.  Evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

           c.  Presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors:

           a.  All significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize, and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

           b.  Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

The registrant's other certifying officer and I have indicated in this quarterly
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Dated:   January 8, 2003
                                           /s/Glenn H. Epstein
                                           ----------------------------------
                                           Glenn H. Epstein
                                           President and Chief Executive Officer



                                       25

<PAGE>


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

I, Michael K. Burke, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Intermagnetics
         General Corp.;

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statement of material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

     3.  Based upon my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

     4.  The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

           a.  Designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

           b.  Evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

           c.  Presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors:

           a.  All significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize, and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

           b.  Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

The registrant's other certifying officer and I have indicated in this quarterly
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Dated:  January 8, 2003
                                         /s/Michael K. Burke
                                         ---------------------------------------
                                         Michael K. Burke
                                         Executive Vice President and
                                         Chief Financial Officer