UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-Q/A
                                Amendment No. 1

(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, 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 0-24172

                          Metrologic Instruments, Inc.
             (Exact name of registrant as specified in its charter)


          New Jersey                                       22-1866172
(State or other jurisdiction                             (I.R.S. Employer
incorporation or organization)                            Identification No.)


90 Coles Road,  Blackwood, New Jersey                           08012
(Address of principal executive offices)                     (Zip Code)

                                 (856) 228-8100
              (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 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 __

As of May 28, 2002 there were 5,465,605 shares of Common Stock, $.01 par value
per share, outstanding.

<PAGE>


                          METROLOGIC INSTRUMENTS, INC.

                                     INDEX

                                                                        Page
                                                                         No.
Part I - Financial Information

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets -
                  March 31, 2002 and December 31, 2001                    3

                  Condensed Consolidated Statements of Operations -
                  Three Months Ended March 31, 2002 and 2001              4

                  Condensed Consolidated Statements of Cash Flows -
                  Three Months Ended March 31, 2002 and 2001              5

                  Notes to Condensed Consolidated Financial Statements    6

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations          11

         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk                                            17

Part II - Other Information

         Item 1.  Legal Proceedings                                      17

         Item 6.  Exhibits and Reports on Form 8-K                       18

Signatures                                                               19

Exhibit Index                                                            20


<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1.  Financial Statements


                          Metrologic Instruments, Inc.
                          Consolidated Balance Sheets
                    (amounts in thousands except share data)


                                                       March 31,  December 31,
Assets                                                   2002         2001
                                                       --------     --------
                                                      (Unaudited)
     Current assets:
        Cash and cash equivalents                      $      -     $    557
        Restricted cash                                   3,200        3,200
        Accounts receivable, net of allowance            19,139       20,401
        Income tax receivable                             4,600        4,600
        Inventory                                        18,566       18,385
        Deferred income taxes                             1,396        1,535
        Other current assets                              5,294        2,379
                                                       --------     --------
     Total current assets                                52,195       51,057

     Property,  plant and equipment, net                 13,525       13,776
     Patents and trademarks,  net of amortization         4,198        4,062
     Holographic technology,  net of amortization           455          484
     Advance license fee, net of amortization             1,382        1,412
     Goodwill, net of amortization                       14,510       15,249
     Deferred income taxes                                1,964          701
     Other assets                                           870          865
                                                       --------     --------
     Total assets                                      $ 89,099     $ 87,606
                                                       ========     ========

Liabilities and shareholders' equity

     Current liabilities:
        Current portion of lines of credit             $  9,183     $ 11,433
        Current portion of notes payable                 20,135       18,163
        Accounts payable                                  8,582        6,930
        Accrued expenses                                 15,061       12,176
                                                       --------     --------
     Total current liabilities                           52,961       48,702

     Notes payable,  net of current portion               8,349       11,135
     Deferred income taxes                                1,019          951
     Other liabilities                                      543          557

     Shareholders' equity:
        Preferred stock,  $0.01 par value: 500,000 shares
            authorized;  none issued                          -            -
        Common stock,  $0.01 par value:  10,000,000 shares
            authorized;  5,465,605 and 5,463,382 shares
            issued and outstanding in 2002 and 2001,
            respectively                                     55           55
        Additional paid-in capital                       17,651       17,634
        Retained earnings                                12,947       12,926
        Accumulated other comprehensive loss             (4,426)      (4,354)
                                                       --------     --------
        Total shareholders' equity                       26,227       26,261
                                                       --------     --------
     Total liabilities and shareholders' equity        $ 89,099     $ 87,606
                                                       ========     ========





                       See Notes to Financial Statements

<page>
                         Metrologic Instruments, Inc.
                Condensed Consolidated Statements of Operations
             (amounts in thousands except share and per share data)


                                                Three Months Ended March 31,
                                                 --------------------------
                                                   2002              2001
                                                 --------          --------
                                                         (unaudited)

Sales                                            $ 27,529          $ 29,784
Cost of sales                                      17,556            28,727
                                                 --------          --------
Gross profit                                        9,973             1,057

Selling, general and administrative expenses        7,280             7,873
Research and development expenses                   1,713             1,790
Severance costs                                       276                 -
                                                 --------          --------
Operating income (loss)                               704            (8,606)

Other income (expenses)
    Interest income                                    23               121
    Interest expense                                 (696)           (1,211)
    Foreign currency transaction (loss) gain           (5)              (77)
    Other,  net                                        10               (40)
                                                 --------          --------
    Total other expenses                             (668)           (1,207)
                                                 --------          --------
Income (loss) before provision
  for income taxes                                     36            (9,813)

Provision (benefit) for income taxes                   14            (3,740)
                                                 --------          --------
Net income (loss)                                $     22          $ (6,073)
                                                 ========          ========
Basic and diluted earnings (loss)
  per share

     Weighted average shares outstanding        5,463,431         5,453,678
                                                 ========          ========
     Basic and diluted earnings (loss)
       per share                                $      -          $  (1.11)
                                                 ========          ========



                       See Notes to Financial Statements
<page>





                         Metrologic Instruments, Inc.
                Condensed Consolidated Statements of Cash Flows
                            (amounts in thousands)


                                                  Three Months Ended March 31,
                                                   ---------------------------
                                                     2002               2001
                                                   --------           --------
                                                           (unaudited)

Operating activities

Net cash provided by
  operating activities                             $  2,384            $ 6,773

Investing activities

Purchase of property,  plant and equipment             (485)              (404)
Patents and trademarks                                 (214)              (220)
Cash paid for purchase of business,
  net of cash acquired                                    -             (8,739)
Other intangibles                                       709                357
                                                   --------            -------
Net cash provided by (used in)
  investing activities                                   10             (9,006)

Financing activities

Proceeds from exercise of stock options and
     employee stock purchase plan                        16                 17
Principal payments on notes payable                    (762)            (1,362)
Net (payments) proceeds from line of credit          (2,250)             6,455
Capital lease payments                                  (52)               (23)
                                                   --------            -------
Net cash (used in) provided by
     financing activities                            (3,048)             5,087

Effect of exchange rates on cash                         97               (468)
                                                   --------            -------
Net (decrease) increase in cash and
     cash equivalents                                  (557)             2,386
Cash and cash equivalents at beginning of period        557              2,332
                                                   --------            -------
Cash and cash equivalents at end of period         $      -            $ 4,718
                                                   ========            =======
Supplemental Disclosure

     Cash paid for interest                        $    451            $   434
                                                   ========            =======
     Cash paid for income taxes                    $     23            $    20
                                                   ========            =======

                       See Notes to Financial Statements


<page>
                          METROLOGIC INSTRUMENTS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (Amounts in thousands)
                                  (Unaudited)

1.       Business

Metrologic Instruments, Inc. and its subsidiaries (collectively, the "Company")
design, manufacture and market bar code scanning and high-speed automated data
capture solutions using laser, holographic and vision-based technologies. The
Company offers expertise in 1D and 2D bar code reading, optical character
recognition, image lift, and parcel dimensioning and singulation detection for
customers in retail, commercial, manufacturing, transportation and logistics,
and postal and parcel delivery industries. Additionally, through its
wholly-owned subsidiary, Adaptive Optics Associates, Inc. ("AOA"), the Company
is engaged in developing, manufacturing, marketing and distributing custom
optical systems which include precision laser beam delivery, high speed imaging
control and data processing, industrial inspection, and scanning and
dimensioning systems for the aerospace and defense industry in the United
States and Canada. The Company's products are sold in more than 100 countries
worldwide through the Company's sales, service and distribution offices located
in North and South America, Europe and Asia.

2.       Accounting Policies

Interim Financial Information

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 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 generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting solely of normal recurring adjustments) necessary for a
fair presentation of the Condensed Consolidated Financial Statements have been
included. The results of the interim periods are not necessarily indicative of
the results to be obtained for a full fiscal year. The Condensed Consolidated
Financial Statements and these Notes should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in this Quarterly Report on Form 10-Q and the Company's
Annual Report on Form 10-K for the year ended December 31, 2001, including the
Consolidated Financial Statements and the Notes to Consolidated Financial
Statements for the year ended December 31, 2001 contained therein.

In connection with the Company's reaching an agreement in principle to amend its
Credit Facility, the Company filed an amendment to its Form 10-K for the year
ended December 31, 2001 with an audit report from our independent auditors.
Additionally, our auditors were able to complete their timely SAS71 review
procedures with respect to the quarter ended March 31, 2002.  Accordingly, the
Company is filing this amendment to its Form 10-Q for the quarter ended
March 31, 2002.  As more fully described in Note 9, the Company has
remaining term debt outstanding of $17,250 which is classified as short-term
on its balance sheet at March 31, 2002.  The Company and the lenders are
currently negotiating the final terms and conditions of the definitive
agreements to document the amendment, and expect to sign an amendment shortly.
While management currently believes that it will be successful in
finalizing the amendment, there can be no assurance that the amendment will
be finalized shortly, if at all.  Therefore, the Company remains in default
under the terms of its Credit Facility until execution of the amendment.

If the Company is able to enter into the amendment to the Credit Facility, it
expects to file another amendment to the Form 10-Q for the quarter ended
March 31, 2002, and to reclassify certain of its bank debt from
short-term liabilities to long-term liabilities in the amount of approximately
$6,450.


Use of Estimates

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires 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.

Reclassifications

Certain 2001 amounts have been reclassified to conform to the 2002
presentation.

3.       Cost of Sales

Cost of sales for the three months ended March 31, 2001 included $10,040 of
special charges and other costs as follows: $4.5 million of costs associated
with products that are not anticipated to be included in the prospective costs
to manufacture similar products because of reductions in material costs and
manufacturing efficiencies; $3.5 million of similar costs associated with a
valuation charge taken on products included in inventory at March 31, 2001 due
to the related cost reductions noted above; $1.0 million of costs associated
with inventory deemed to be obsolete at March 31, 2001; and $1.0 million of
costs associated with the expensing of floor stock inventory that had been
previously capitalized by the Company.

<page>
4.        Inventory

     Inventory consists of the following:


                                         March 31, 2002     December 31, 2001
                                       ------------------   ------------------


         Raw materials                      $  6,030             $  7,271
         Work-in-process                       4,084                4,144
         Finished goods                        8,452                6,970
                                              ------               ------
                                              18,566               18,385
                                              ------               ------

5.        Goodwill

In the first quarter of 2002, the Company adopted the Provisions of Statement
of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other
Intangible Assets ". The Company has not performed an impairment review of its
goodwill and thus is unable to assess the impact on the results of operations
or financial condition as of March 31, 2002. The Company hopes to perform its
impairment review during the second quarter of 2002.

The Company applied SFAS No. 142 on January 1, 2002. The amortization expense
and net loss for the year of initial application and prior year are as follows:

                                        Three Months Ended
                                          March 31, 2001
                                          --------------
         Goodwill amortization               $  (330)
         Adjusted net loss                   $(5,743)


A reconciliation between reported net income (loss) to the adjusted net income
(loss) is as follows:

                               Three Months Ended
                                   March 31,
                                                 2002              2001
                                               --------          --------
         Reported net income (loss)            $     22          $ (6,073)
         Add back: Goodwill amortization              -               330
                                               --------          --------
         Adjusted net income                   $     22          $ (5,743)
                                               ========          ========
         Basic earnings per share:
         Reported net income (loss)            $      -          $  (1.11)
         Goodwill amortization                 $      -          $   0.06
                                               --------          --------
         Adjusted net income                   $      -          $  (1.05)
                                               ========          ========
         Diluted earnings per share:
         Reported net income (loss)            $      -          $  (1.11)
         Goodwill amortization                 $      -          $   0.06
                                               --------          --------
         Adjusted net income                   $      -          $  (1.05)
                                               ========          ========



6.        Comprehensive Loss

     The Company's total comprehensive losses were as follows:

                               Three Months Ended
                                   March 31,
                                                 2002              2001
                                               --------          --------


         Net earnings (loss)                   $     22          $ (6,073)
         Other comprehensive losses:
            Change in equity due to foreign
             currency translation adjustments       (72)             (643)
                                                 ------            ------
         Comprehensive loss                    $    (50)         $ (6,716))
                                                 ------            ------
<page>
7. Business Segment Information

The Company generates its revenue from the sale of laser bar code scanners
primarily to distributors, value-added resellers, original equipment
manufacturers and directly to end users, in locations throughout the world. No
individual customer accounted for 10% or more of revenues in 2002 or 2001.

The Company manages its business on a business segment basis. Sales were
attributed to business segments in the following table:

                                              Metrologic        Total
                                   AOA       Instruments    Consolidated
                                 -------      ---------       ---------
Three months ended March 31, 2002:

Sales                            $ 5,763       21,766          27,529

(Loss) income
before provision
for income
taxes                                160         (124)             36

Identifiable
assets                            20,810       68,289          89,099

Three months ended March 31, 2001:

Sales                           $  7,613       22,171          29,784

(Loss) income
before benefit
for income
taxes                                745      (10,558)         (9,813)

Identifiable
assets                            22,477       67,232          89,709


8. Acquisition

On January 8, 2001, the Company acquired all of the outstanding stock of
Adaptive Optics Associates, Inc. ("AOA"), a developer and manufacturer of
custom optical systems which include precision laser beam delivery, high speed
imaging control and data processing, industrial inspections and scanning and
dimensioning systems for the aerospace and defense industry. The total purchase
price including transaction costs was $21,612. The acquisition was accounted
for under the purchase method of accounting, and accordingly, the results of
AOA's operations from January 8, 2001 are reflected in the 2001 statement of
operations. The excess purchase price over the fair value of net assets
acquired was approximately $11,755 and is being amortized over a straight-line
basis over 10 years.

The following unaudited pro forma condensed results of operations combine the
historical consolidated statements of operations for Metrologic and AOA for the
three months ended March 31, 2001 as if the acquisition was consummated on
January 1, 2000.

The unaudited pro forma financial statements do not purport to represent what
Metrologic's financial position or results of operations would actually have
been if the acquisition of AOA occurred at such date or at the beginning of the
period indicated or to project Metrologic's financial position or results of
operations at any future date or for any future period, nor do these pro forma
combined financial statements give effect to any matters other than those
described in the notes thereto.
<page>
The final purchase price is subject to adjustment. In addition, the allocation
of the purchase price to these assets and liabilities of AOA is preliminary and
the final allocations may differ from the amounts reflected herein.

             (amounts in thousands except share and per share data)

                                                Pro Forma
                                            Three Months Ended
                                                 March 31,
                                                   2001
                                                 --------

Sales                                            $  30,243
Operating loss                                      (8,593)
Net loss                                            (6,044)

Loss per share
   Basic                                             (1.11)
   Diluted                                           (1.11)

Weighted average number of shares outstanding
   Basic                                         5,453,678
   Diluted                                       5,453,678


9.  Credit Facility

In connection with the acquisition of AOA on January 8, 2001, the Company
entered into a $45,000 Credit Facility with its primary bank, as agent for
other bank parties. Under the terms of the Credit Facility, the Company secured
a $20,000 term loan. As of March 31, 2002, the balance outstanding was $17,250.
A proposed amendment to the Credit Facility in May 2002 calls for remaining
maturities of $10,050 in 2002 and $7,200 in 2003. In connection with the Credit
Facility, the Company secured a $25,000 revolving credit line, which was
originally scheduled to expire in January 2006. Based on the proposed amendment
to the Credit Facility in May 2002, the revolving credit line will now expire
in May 2003. Proceeds from the Credit Facility were applied towards the
financing of the acquisition of AOA, paying down the existing term loans and
line of credit, and providing working capital for the Company and its
subsidiaries. The Company has granted a security interest in its assets and
properties to the primary bank in favor of the banks as security for borrowings
under the Credit Facility. As of March 31, 2002, the balance outstanding was
$9,183. Under the Credit Facility, interest rates are based on Libor or
Prime-Rate Options based on the discretion of the Company, plus spreads ranging
from 1.00% to 3.75% as defined in the Credit Facility. Under the Credit
Facility, the Company is subject to affirmative and negative covenants.

As reflected in the Company's prior periodic reports filed with the Securities
and Exchange Commission, the Company and its primary bank have been in
discussions with respect to modifying the Credit Facility.

On May 15, 2002, the Company reached an agreement in principle with its lenders
and executed a term sheet as to the terms of an amendment to the Credit
Facility, which management believes will allow for sufficient time for the
Company to seek more competitive credit financing. The Company and the lenders
are currently negotiating the final terms and conditions of the definitive
agreements to document the amendment, and expect to sign an amendment shortly.
The key terms of the amendment would include the waiver of all existing
defaults and the withdrawal by the banks of a notice of default and an increase
in the interest rate under the Credit Facility. Additionally the
amended Credit Facility would expire on May 31, 2003. The Company has remaining
term debt outstanding of $17,250 which is classified as short-term on its
balance sheet dated March 31, 2002. While management currently believes that
it will be successful in finalizing the amendment, there can be no assurance
that amendment will be finalized shortly, if at all.

<page>
The Company remains in default under the terms of its Credit Facility until
execution of the amendment. Under the terms of the Credit Facility, the
Company's current lenders have the authority to declare all of the debt under
the Credit Facility to be immediately due and payable, and cease making
additional funds available under the Credit Facility. Currently, the Company
has insufficient liquid assets to satisfy the full amount of the debt under the
Credit Facility. If the Company is unable to execute an agreement with its
primary bank with respect to the amendment and its current lenders decide to
declare the debt immediately due and payable, the Company would be forced to
sell Company assets in order to generate sufficient cash to repay the debt.
While management currently believes that any sale of Company assets would
generate sufficient cash to repay the debt, there can be no assurance that such
sales could be made in a timely manner or that such sales would generate
adequate amounts of cash to repay the Company's debt. If the Company is not
able to generate sufficient cash to repay the debt, the banks could take
possession of the collateral pledged as security for the debt under the Credit
Facility and otherwise exercise the remedies available to them under the Credit
Facility.

<page>
Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

General

The following discussion of the Company's results of operations and liquidity
and capital resources should be read in conjunction with the unaudited
Condensed Consolidated Financial Statements of the Company and the related
Notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and the
Consolidated Financial Statements and the Notes to Consolidated Financial
Statements for the year ended December 31, 2001 appearing in the Company's
Annual Report on Form 10-K/A, Amendment No. 2, for the year ended December 31,
2001. The Condensed Consolidated Financial Statements for the three months
ended March 31, 2002 and 2001 are unaudited.

In connection with the Company's reaching an agreement in principle to amend its
Credit Facility, the Company filed an amendment to its Form 10-K for the year
ended December 31, 2001 with an audit report from our independent auditors.
Additionally, our auditors were able to complete their timely SAS71 review
procedures with respect to the quarter ended March 31, 2002.  Accordingly, the
Company is filing this amendment to its Form 10-Q for the quarter ended
March 31, 2002.  As more fully described in Note 9, the Company has
remaining term debt outstanding of $17,250 which is classified as short-term
on its balance sheet at March 31, 2002.  The Company and the lenders are
currently negotiating the final terms and conditions of the definitive
agreements to document the amendment, and expect to sign an amendment shortly.
While management currently believes that it will be successful in
finalizing the amendment, there can be no assurance that the amendment will
be finalized shortly, if at all.  Therefore, the Company remains in default
under the terms of its Credit Facility until execution of the amendment.

If the Company is able to enter into the amendment to the Credit Facility, it
expects to file another amendment to the Form 10-Q for the quarter ended
March 31, 2002, and to reclassify certain of its bank debt from
short-term liabilities to long-term liabilities in the amount of approximately
$6,450.

Metrologic Instruments, Inc. and its subsidiaries (collectively, the "Company")
design, manufacture and market bar code scanning and high-speed automated data
capture solutions using laser, holographic and vision-based technologies. The
Company offers expertise in 1D and 2D bar code reading, optical character
recognition, image lift, and parcel dimensioning and singulation detection for
customers in retail, commercial, manufacturing, transportation and logistics,
and postal and parcel delivery industries. Additionally, through its
wholly-owned subsidiary, Adaptive Optics Associates, Inc. ("AOA"), is engaged
in developing, manufacturing, marketing and distributing custom optical systems
which include precision laser beam delivery, high speed imaging control and
data processing, industrial inspection, and scanning and dimensioning systems
for the aerospace and defense industry in the United States and Canada. The
Company's products are sold in more than 100 countries worldwide through the
Company's sales, service and distribution offices located in North and South
America, Europe and Asia.

Most of the Company's product sales in Western Europe, Brazil and Asia are
billed in foreign currencies and are subject to currency exchange rate
fluctuations. Currently, a significant percentage of the Company's products are
manufactured in the Company's U.S. facility, and therefore, sales and
results of operations are affected by fluctuations in the value of the U.S.
dollar relative to foreign currencies. In addition, manufacture of the
Company's POS products in its Suzhou, China facility is expected to increase in
2002, which will partially mitigate the profit impact of foreign exchange rate
fluctuation with reduced labor costs in the Company's POS scanners.
Accordingly, in the three months ended March 31, 2002, sales and gross profit
were adversely affected by the continuing rise in the value of the US dollar in
relation to foreign currencies.

Critical Accounting Policies

The preparation of these financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.

On an on-going basis, management evaluates its estimates and judgments,
including those related to revenue recognition, asset impairment, intangible
assets and derivative instrument valuation. Management bases its estimates and
judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions. Note
2 to the Company's consolidated financial statements "Accounting Policies"
summarizes each of its significant accounting policies. Management believes the
following critical accounting policies, among others, affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.
<page>
Revenue Recognition. Revenue related to sales of the Company's products and
systems is generally recognized when products are shipped or services are
rendered, the title and risk of loss has passed to the customer, the sales
price is fixed or determinable, and collectibility is reasonably assured. The
Company accrues related product return reserves and warranty expenses at the
time of sale. Additionally, the Company records estimated reductions to revenue
and charges to sales, general and administrative expenses for customer programs
and incentive offerings including special pricing agreements, price protection,
promotions and other volume-based incentives. The Company recognizes revenue
and profit as work progresses on long term contracts using the percentage of
completion method, which relies on estimates of total expected contract revenue
and costs. Recognized revenues and profits are subject to revisions as the
contract progresses to completion. Revisions in profit estimates are charged to
income in the period in which the facts that give rise to the revision become
known.

Bad Debt. The Company maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its customers to make required payments.
If the financial condition of the Company's customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional
allowances may be required.

Inventory. The Company writes down its inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of the
inventory and the estimated market value based upon assumptions about future
demand and market conditions. If actual market conditions are less favorable
than those projected by management, additional inventory writedowns may be
required.

Long-Lived Assets. The Company assesses the impairment of its long-lived
assets, including property, plant and equipment, identifiable intangible assets
and software development costs whenever events or changes in circumstances
indicate the carrying value may not be recoverable. Factors the Company
considers important which could trigger an impairment review include
significant changes in the manner of our use of the acquired asset, changes in
historical or projected operating performance and significant negative economic
trends.

Research and Development/Software Development Costs. The Company expenses all
research and development costs as incurred. Research and development expenses
may fluctuate due to the timing of expenditures for the varying states of
research and product development and the availability of capital resources. The
Company capitalizes costs incurred for internally developed product software
where economic and technological feasibility has been established and for
qualifying purchased product software. The Company assesses the recoverability
of its software development costs against estimated future revenue over the
remaining economic life of the software.

Forward Looking Statements; Certain Cautionary Language

Written and oral statements provided by the Company from time to time may
contain certain forward looking information, as that term is defined in the
Private Securities Litigation Reform Act of 1995 (the "Act") and in releases
made by the Securities and Exchange Commission ("SEC"). The cautionary
statements which follow are being made pursuant to the provisions of the Act
and with the intention of obtaining the benefits of the "safe harbor"
provisions of the Act. While the Company believes that the assumptions
underlying such forward looking information are reasonable based on present
conditions, forward looking statements made by the Company involve risks and
uncertainties and are not guarantees of future performance. Actual results may
differ materially from those in the Company's written or oral forward looking
statements as a result of various factors, including but not limited to, the
following:

The Company's ability to enter into an amendment to its current credit
agreement; the Company's ability to refinance its Credit Facility and term note
on acceptable terms with new banks; the Company's ability to maintain the
listing of its common stock on the Nasdaq Stock Market, the Company's ability
to receive an unqualified audit opinion from its independent auditors; reliance
on third party resellers, distributors and OEMs which subject the Company to
risks of business failure, credit and collections exposure, and other business
concentration risks; continued or increased competitive pressure which could
result in reduced selling prices of products or increased sales and marketing
promotion costs; a prolonged disruption of scheduled deliveries from suppliers
when alternative sources of supply are not available to satisfy the Company's
requirements for raw material and components; continued or prolonged capacity
constraints that may hinder the Company's ability to deliver ordered product to
customers; difficulties or delays in the development, production, testing and
marketing of products, including, but not limited to, a failure to ship new
products when anticipated, failure of customers to accept these products when
planned, any defects in products or a failure of manufacturing efficiencies to
develop as planned; the costs and potential outcomes of legal proceedings or
assertions by or against the Company relating to intellectual property rights
<page>
and licenses, the Company's ability to successfully negotiate and amend its
licensing agreement with Symbol Technologies; the Company's ability to be
successful in its litigation; the Company's ability to successfully defend
against challenges to its patents; the ability of competitors to avoid
infringement of the Company's patents; the ability of the Company to develop
products which avoid infringement of third parties' patents; and adoption of
new or changes in accounting policies and practices; occurrences affecting the
slope or speed of decline of the life cycle of the Company's products, or
affecting the Company's ability to reduce product and other costs, and to
increase productivity; the impact of unusual items resulting from the Company's
ongoing evaluation of its business strategies, acquisitions, asset valuations
and organizational structures; the price and payment schedule the Company is
able to negotiate for the shares in its subsidiary, Metrologic Eria Iberica;
the effects of and changes in trade, monetary and fiscal policies, laws; the
ability of the Company to integrate AOA with other Company subsidiaries, and
realize anticipated impact on results of operations; ; regulations and other
activities of governments, agencies and similar organizations, including but
not limited to trade restrictions or prohibitions, inflation, monetary
fluctuations, import and other charges or taxes, nationalizations and unstable
governments; the future health of the U.S. and international economies and
other economic factors that directly or indirectly affect the demand for the
Company's products; foreign currency exchange rate fluctuations between the
U.S. Dollar and other major currencies including, but not limited to, the Euro,
Singapore Dollar, Brazilian Real, and British Pound affecting the Company's
results of operations; the economic slowdown of foreign nations other than
those using may also adversely affect the Company's results of operations;
issues that have not been anticipated in the transition to the new European
currency that may cause prolonged disruption of the Company's business; and
increased competition due to industry consolidation or new entrants into the
Company's existing markets.

All forward-looking statements included herein are based upon information
presently available, and the Company assumes no obligation to update any
forward-looking statements.

Three Months Ended March 31, 2002 Compared with Three Months Ended March 31,
2001 (amounts in thousands except per share information)

Sales decreased 7.6% to $27,529 in the three months ended March 31, 2002 from
$29,784 in the three months ended March 31, 2001, principally as a result of
the completion of certain fixed price projects at AOA during 2001. The
reduction in the value of the euro against the U.S. dollar negatively affected
the recorded U.S. dollar value of quarterly European operation sales by
approximately 5.8% and quarterly consolidated sales by approximately 3.1% as
compared to the corresponding period in 2001. In the first quarter of 2001, the
Company instituted a price increase in Europe to mitigate the unfavorable
foreign currency effect.

International sales accounted for $13,967 (50.7% of total sales) in the three
months ended March 31, 2002 and $13,777 (46.3% of total sales) in the three
months ended March 31, 2001. Two customers accounted for 8.1% and 5.9%,
respectively, of the Company's total revenues in the three months ended March
31, 2002. Two customers accounted for 8.2% and 5.2%, respectively, of the
Company's total revenues in the three months ended March 31, 2001.

Cost of sales decreased to $17,556 in the three months ended March 31, 2002
from $28,727 in the three months ended March 31, 2001. Cost of sales for the
three months ended March 31, 2001 included $10,040 of special charges and other
costs that are not expected to reoccur in subsequent quarters as follows: $4.5
million of costs associated with products that are not anticipated to be
included in the prospective costs to manufacture similar products because of
reductions in material costs and manufacturing efficiencies; $3.5 million of
similar costs associated with a valuation charge taken on products included in
inventory at March 31, 2001 due to the related cost reductions noted above;
$1.0 million of costs associated with inventory deemed to be obsolete at March
31, 2001; and $1.0 million of costs associated with the expensing of floor
stock inventory that had been previously capitalized by the Company. Cost of
sales, excluding the $10,040 of special charges and other costs decreased 6.1%
to $17,556 in the three months ended March 31, 2002 from $18,687 in the three
months ended March 31, 2001, principally as a result of decreased material
costs from engineering enhancements and lower direct labor costs as more of the
Company's lower gross margin products are produced at the Suzhou, China
facility. Further, cost of sales as a percentage of sales during the three
months ended March 31, 2002 was negatively impacted by the reduction in the
value of the euro against the U.S. dollar as compared to the corresponding
period in 2001.
<page>
Selling, general and administrative ("SG&A") expenses decreased 7.5% to $7,280
in the three months ended March 31, 2002 from $7,873 in the three months ended
March 31, 2001 and remained constant as a percentage at sales at 26.4%. The
decrease in SG&A expenses was due primarily to reduced marketing and
advertising costs, which include costs associated with the Company's Concert
(tm) program, a business partner program used to market and promote the
Company's products, and no goodwill amortization expense in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
other Intangible Assets".

Research and development ("R&D") expenses decreased 4.3% to $1,713 in the three
months ended March 31, 2002 from $1,790 in the three months ended March 31,
2000, and increased as a percentage of sales to 6.2% from 6.0%.

Severance costs of $276 for the three months ended March 31, 2002 were due to a
workforce reduction in March and April 2002. These cost reductions represent in
excess of $3,000 in annualized savings of overhead and SG&A costs.

Operating income, excluding special charges and other costs, decreased 50.9% to
$704 in the three months ended March 31, 2002 from $1,434 in the three months
ended March 30, 2001, and operating income as a percentage of sales decreased
to 2.6% from 4.8%. Operating losses including special charges and other costs
in the three months ended March 31, 2001 was $8,606.

Other income/expenses reflect net other expenses of $668 in the three months
ended March 31, 2002 compared to net other expenses of $1,207 in the
corresponding period in 2001. Net other expenses for the three months ended
March 31, 2002 reflect lower interest expense due to a reduction in the
Company's bank debt.

Net income was $22 in the three months ended March 31, 2002 compared with a net
loss of $6,073 in the three months ended March 31, 2001. Net income (loss)
reflects a 38% effective income tax rate for the three months ended March 31,
2002 and 200. The increase in the value of the U.S. dollar relative to other
foreign currencies negatively affected diluted earnings per share by
approximately $.07 as compared to the corresponding period in 2001.

Inflation and Seasonality

Inflation and seasonality have not had a material impact on the Company's
results of operations. There can be no assurance, however, that the Company's
sales in future periods will not be impacted by fluctuations in seasonal demand
from European customers in its third quarter or from reduced production days in
the Company's fourth quarter.

Liquidity and Capital Resources (amounts in thousands)

The Company's working capital decreased to ($766) as of March 31, 2002 from
$2,355 as of December 31, 2001.

The Company's operating activities provided net cash of $2,384 and $6,773 for
the three months ended March 31, 2002 and 2001, respectively. Net cash provided
in operating activities for the three months ended March 31, 2002 resulted
primarily from reductions in accounts receivable and increases in accounts
payable and accrued expenses.

In connection with the acquisition of AOA on January 8, 2001, the Company
entered into a $45,000 Credit Facility with its primary bank, as agent for
other bank parties. Under the terms of the Credit Facility, the Company secured
a $20,000 term loan. As of March 31, 2002, the balance outstanding was $17,250.
A proposed amendment to the Credit Facility in May 2002 calls for remaining
maturities of $10,050 in 2002 and $7,200 in 2003. In connection with the Credit
Facility, the Company secured a $25,000 revolving credit line, which was
originally scheduled to expire in January 2006. Based on the proposed amendment
to the Credit Facility in May 2002, the revolving credit line will now expire
in May 2003. Proceeds from the Credit Facility were applied towards the
financing of the acquisition of AOA, paying down the existing term loans and
line of credit, and providing working capital for the Company and its
subsidiaries. The Company has granted a security interest in its assets and
properties to the primary bank in favor of the banks as security for borrowings
under the Credit Facility. As of March 31, 2002, the balance outstanding was
$9,183. Under the Credit Facility, interest rates are based on Libor or
Prime-Rate Options based on the discretion of the Company, plus spreads ranging
from 1.00% to 3.75% as defined in the Credit Facility. Under the Credit
Facility, the Company is subject to affirmative and negative covenants.
<page>
As reflected in the Company's prior periodic reports filed with the Securities
and Exchange Commission, the Company and its primary bank have been in
discussions with respect to modifying the Credit Facility.

On May 15, 2002, the Company reached an agreement in principle with its lenders
and executed a term sheet as to the terms of an amendment to the Credit
Facility, which management believes will allow for sufficient time for the
Company to seek more competitive credit financing. The Company and the lenders
are currently negotiating the final terms and conditions of the definitive
agreements to document the amendment, and expect to sign an amendment shortly.
The key terms of the amendment would include the waiver of all existing
defaults and the withdrawal by the banks of a notice of default and an increase
in the interest rate under the Credit Facility. Additionally the
amended Credit Facility would expire on May 31, 2003. The Company has remaining
term debt outstanding of $17,250 which is classified as short-term on its
balance sheet dated March 31, 2002. While management currently believes that
it will be successful in finalizing the amendment, there can be no assurance
that amendment will be finalized shortly, if at all.

The Company remains in default under the terms of its Credit Facility until
execution of the amendment. Under the terms of the Credit Facility, the
Company's current lenders have the authority to declare all of the debt under
the Credit Facility to be immediately due and payable, and cease making
additional funds available under the Credit Facility. Currently, the Company
has insufficient liquid assets to satisfy the full amount of the debt under the
Credit Facility. If the Company is unable to execute an agreement with its
primary bank with respect to the amendment and its current lenders decide to
declare the debt immediately due and payable, the Company would be forced to
sell Company assets in order to generate sufficient cash to repay the debt.
While management currently believes that any sale of Company assets would
generate sufficient cash to repay the debt, there can be no assurance that such
sales could be made in a timely manner or that such sales would generate
adequate amounts of cash to repay the Company's debt. If the Company is not
able to generate sufficient cash to repay the debt, the banks could take
possession of the collateral pledged as security for the debt under the Credit
Facility and otherwise exercise the remedies available to them under the Credit
Facility.

In March and April 2002, in order to reduce debt and increase future
profitability, the Company implemented a workforce reduction and identified
additional cost reductions that provided for annualized savings of
approximately $3,000 in overhead and operating expenses, and additional
reductions in direct costs.

Also in connection with the acquisition of AOA, the Company entered into
Subordinated Promissory Notes ("Subordinated Debt") aggregating $11,000 with
United Technologies Optical Systems, Inc. ("UTOS"), the former parent of AOA,
with maturities of $0 in 2002 and $9,000 in 2003 and $1,000 in 2004 and 2005.
Interest rates are fixed at 10%.

Property, plant & equipment expenditures were $485 and $404 for the three
months ended March 31, 2002 and 2001, respectively. The Company's current plans
for future capital expenditures include: (i) investment in the Company's
Suzhou, China facility; (ii) continued investment in manufacturing capacity
expansion at the Blackwood, NJ headquarters; (iii) additional Company
facilities; and (iv) enhancements to existing information systems, and
additional information systems.

The Company's liquidity has been, and may continue to be, adversely affected by
changes in foreign currency exchange rates, particularly the value of the U.S.
dollar relative to the euro, the Brazilian real, the Singapore dollar, and the
Chinese renminbi. In an effort to mitigate the financial implications of the
volatility in the exchange rate between the euro and the U.S. dollar, the
Company has selectively entered into derivative financial instruments to offset
its exposure to foreign currency risks. Derivative financial instruments may
include (i) foreign currency forward exchange contracts with its primary bank
for periods not exceeding six months, which partially hedge sales to the
Company's German subsidiary and (ii) euro based loans, which act as a partial
hedge against outstanding intercompany receivables and the net assets of its
European subsidiary, which are denominated in euros. Additionally, The
Company's European subsidiary invoices and receives payment in certain other
major currencies, including the British pound, which results in an additional
mitigating measure that reduces the Company's exposure to the fluctuation
between the euro and the U.S. dollar although it does not offer protection
against fluctuations of that currency against the U.S. Dollar.
<page>
The Company's 51% joint venture interest in Metrologic Eria Iberica contains
options for the Company to purchase the remaining 49% minority interest. The
purchase option is calculated based on a twelve month multiple of sales. In
March 2002, the minority shareholders provided notice of their intent to sell
their 49% interest and the estimated purchase price is $4,570.

The Company's 51% joint venture interest in Metrologic Eria France contains
options for the Company to purchase the remaining 49% minority interest. The
purchase option is calculated based on a twelve month multiple of sales.

Disclosures about Contractual Obligations and Commercial Commitments

                                        Less
                                       than 1     1-3       4-5        After
Contractual Obligations       Total     Year     Years     Years      5 Years
-----------------------       -----     ----     -----     -----       -----


Long-Term Debt                28,405   20,056     8,349       -            -
Capital Lease Obligations         79       79         -       -            -
Operating Leases              14,278    2,369     5,496   4,975        1,438
Option to purchase minority
  interest in joint venture    4,570        -     4,570       -            -
Total Contractual Cash
  Obligations              $  47,332  $22,504  $ 18,415  $4,975     $  1,438
                           =========  =======  ========  ======     ========



                                 Total      Less
                                Amounts    than 1    1-3     4-5    Over 5
Other Commercial Commitments   Committed    Year    Years   Years   Years
----------------------------   ---------    ----    -----   -----   -----
Lines of Credit                  9,183      9,183     -       -        -
                                ------     ------


Euro Conversion.

On January 1, 1999, several member countries of the European Union established
fixed conversion rates between their existing sovereign currencies and adopted
the Euro as their new common legal currency. As of that date, the Euro traded
on currency exchanges and the legacy currencies remain legal tender in the
participating countries for a transition period between January 1, 1999 and
January 1, 2002. The countries that adopted the Euro on January 1, 1999 are
Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, The
Netherlands, Portugal, and Spain. During the transition period, non-cash
payments were made in the Euro, and parties could elect to pay for goods and
services and transact business using either the Euro or legacy currency.
Between January 1, 1999 and January 1, 2002 the participating countries
introduced Euro notes and coins and withdrew all legacy currencies. The Euro
conversion may affect cross-border competition by creating cross-border
transparency. The Company continues to evaluate its pricing/marketing strategy
in order to insure that it remains competitive in a broader European market.

Item 3- Quantitative and Qualitative Disclosures about Market Risk (amounts in
thousands)

The information contained in Item 7A of the Company's Annual Report on Form
10-K/A for the year ended December 31, 2001 is hereby incorporated herein by
reference.

<page>
                          PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

The Company is currently involved in matters of litigation arising from the
normal course of business including matters described below. Management is of
the opinion that such litigation either individually or in the aggregate will
not have a material adverse effect on the Company's consolidated financial
position or results of operations.

A.     Symbol Technologies, Inc. et. al. v. Lemelson Medical, Educational &
       Research Foundation, Limited Partnerships.

On May 15, 2000, the Auto ID companies filed a motion seeking permission to
file an interlocutory appeal of the Court's decision to strike the fourth count
of the complaint, which alleged that the Lemelson Partnership's delays in
obtaining its patents rendered them unenforceable for laches. The motion was
granted by the Court on July 14, 2000. On September 1, 2000 the United States
Court of Appeals for the Federal Circuit (the "CAFC") agreed to hear the
appeal. Oral argument on this issue was heard by the CAFC on October 4, 2001.
On January 24, 2002, the CAFC reversed the decision by the lower court and
confirmed the continued existence of the prosecution laches defense. In
response, the Lemelson Partnership filed a Petition for Rehearing En Banc with
the CAFC on February 6, 2002, and the Auto ID companies filed a response to the
petition on February 22, 2002. The Petition was denied by the CAFC on March 20,
2002.

B.      Metrologic v. PSC Inc.

On October 13, 1999, the Company filed suit for patent infringement against PSC
Inc. (PSC) in United States District Court for the District of New Jersey.

The court ordered the case to mediation, and discovery was stayed pending the
outcome of the mediation. The mediation was terminated by the parties with no
result having been reached and the stay on discovery has been lifted by the
court. Discovery in the case is now complete. On February 28, 2002, the court
set a date for a Markman hearing in June 2002.

C.       Symbol Technologies, Inc. v. Metrologic.

On May 3, 2002, the Company was served with a lawsuit that was filed on April
12, 2002 by Symbol Technologies, Inc. ("Symbol") in the United States District
Court for the Eastern District of New York alleging that the Company is in
breach of the terms of the License Agreement between Symbol and the Company
(the "Agreement"). The Complaint seeks a declaratory judgment from the Court
that the Company is in breach of the Agreement and that Symbol is not in breach
of the Agreement. Under the Agreement the Company had until May 28, 2002 to
cure any breach by making a payment of the royalties for the Fourth Quarter of
2001 that have been withheld pending the resolution of a dispute between the
parties regarding which products are covered by the Agreement and the amount of
royalties owed by each party. The Company has made this payment.  However, on
May 28, 2002, the Company received a notice that Symbol had not yet received
the payment and therefore was terminating the Agreement.  As the Company had
made its payment within the cure period, the Company believes any assertion of
a material breach is incorrect.  The Company has not yet filed its answer to
the complaint.

Management is of the opinion that there are no legal claims against the Company
which would have a material adverse effect on the Company's consolidated
financial position or results of operations.


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits:


         (b)      Reports on Form 8-K.

                  The Company filed a Current Report on Form 8-K on
                  April 25, 2002

<PAGE>



                                   SIGNATURES




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



                          METROLOGIC INSTRUMENTS, INC.



Date: May 28, 2002                        By:/s/ C. Harry Knowles
      ----------------                    -----------------------
                                          C. Harry Knowles
                                          Chairman of the Board
                                          and Chief Executive Officer
                                          (Principal Executive Officer)

Date: May 28, 2002                     By:/s/Thomas E. Mills  IV
      ----------------                    --------------------------
                                          Thomas E. Mills  IV
                                          President, Chief Operating
                                          Officer and Chief Financial
                                          Officer (Principal Financial and
                                          Accounting Officer)




<PAGE>

                                 EXHIBIT INDEX


Exhibit No.                                                           Page No.