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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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AMENDMENT NO. 1 TO

FORM 10-Q



(Mark One)

|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2003



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: 0-24712



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METROLOGIC INSTRUMENTS, INC.

(Exact name of registrant as specified in its charter)



|New Jersey                                                    |  | 22-1866172                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)



90 Coles Road

Blackwood, New Jersey 08012

(Address of principal executive offices)



856-228-8100

(Registrants telephone number including area code:)



Not Applicable

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



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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 by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act.  Yes ̈No  x



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



|Title                                  |  | Outstanding as of May 12, 2003
|-------------------------------------- |  | ------------------------------
|Common Stock, par value $.01 per share |  | 5,489,619                     



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Explanatory Note



The Registrant is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q with the Securities and Exchange Commission on September
23, 2003 to include certain disclosure required by Item 2 of Part II of Form 10-Q regarding the issuance of a common stock purchase warrant to C. Harry Knowles and Janet H. Knowles in connection with that certain subordinated note payable issued in
January 2003 by the Registrant to Mr. and Mrs. Knowles. This Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q, or modify or update the disclosures therein in any way other than as required to reflect the
amendment described above.



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PART II  OTHER INFORMATION



|ITEM 2. |  | CHANGES IN SECURITIES AND USE OF PROCEEDS
|------- |  | -----------------------------------------



On January 31, 2003, in order to provide the Company with sufficient subordinated financing within the time period required to meet the terms of an early payoff agreement
of other subordinated debt, the Company issued a $4.3 million subordinated note to C. Harry Knowles, Chairman and Chief Executive Officer of the Company and Janet H. Knowles, a Director and Vice President, Administration of the Company. In
connection with the issuance of this note, the Company issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act) pursuant to Section 4(2) of the Securities Act a
common stock purchase warrant, expiring on January 31, 2013, to Mr. and Mrs. Knowles to purchase 97,500 shares of common stock at an exercise price of $6.94 per share, which was the fair market value per share of common stock on the date of
issuance. We reasonably believe that Mr. and Mrs. Knowles were and currently are accredited investors. In connection with the warrant, the Company has granted Mr. and Mrs. Knowles registration rights with respect to the shares of common
stock underlying the warrant.



|ITEM 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------



(a) Exhibits



|Exhibit |  | Description of Exhibit                                                                                                                                                                      
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|31.1    |  | Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) executed by the Chief Executive Officer of the
Company.                    
|        | 
|31.2    |  | Certification pursuant to Rule 13a-14(a) of the Exchange Act executed by the President and Chief Operating Officer of the Company.                                                          
|        | 
|31.3    |  | Certification pursuant to Rule 13a-14(a) of the Exchange Act executed by the Chief Financial Officer of the Company.                                                                        
|        | 
|32.1    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by the Chief Executive Officer of the
Company.              
|        | 
|32.2    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by the President and Chief Operating Officer of the
Company.
|        | 
|32.3    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by the Chief Financial Officer of the
Company.              



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                   |  |  |  | METROLOGIC INSTRUMENTS, INC.
|------------------ |  |  |  | ----------------------------
|                   |  |  | 
|SEPTEMBER 23, 2003 |  |  |  | By:                         
|                   |  |  |  |                             



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EXHIBIT INDEX



|Exhibit |  | Description of Exhibit                                                                                                                                                                      
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|31.1    |  | Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) executed by the Chief Executive Officer of the
Company.                    
|        | 
|31.2    |  | Certification pursuant to Rule 13a-14(a) of the Exchange Act executed by the President and Chief Operating Officer of the Company.                                                          
|        | 
|31.3    |  | Certification pursuant to Rule 13a-14(a) of the Exchange Act executed by the Chief Financial Officer of the Company.                                                                        
|        | 
|32.1    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by the Chief Executive Officer of the
Company.              
|        | 
|32.2    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by the President and Chief Operating Officer of the
Company.
|        | 
|32.3    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by the Chief Financial Officer of the
Company.              



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