UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                   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 September 30, 2001

                                       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 November 14, 2001 there were 5,460,900 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 (unaudited)

                  Condensed Consolidated Balance Sheets -
                  September 30, 2001 and December 31, 2000                3

                  Condensed Consolidated Statements of Operations -
                  Three and Nine Months Ended September 30, 2001 and 2000 4

                  Condensed Consolidated Statements of Cash Flows -
                  Nine Months Ended September 30, 2001 and 2000           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                                            16

Part II - Other Information

         Item 1.  Legal Proceedings                                      16

         Item 2.  Changes in Securities                                  17

         Item 3.  Defaults upon Senior Securities                        17

         Item 4.  Submission of Matters to a Vote of Security Holders    17

         Item 5.  Other Information                                      17

         Item 6.  Exhibits and Reports on Form 8-K                       17

Signatures                                                               18

Exhibit Index                                                            19


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


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


                                                    September 30,  December 31,
Assets                                                   2001         2000
                                                       --------     --------
                                                      (Unaudited)
     Current assets:
        Cash and cash equivalents                      $  3,284     $  2,332
        Accounts receivable, net of allowance            24,131       26,593
        Inventory                                        18,914       26,898
        Deferred income taxes                             1,288        1,356
        Other current assets                              1,301        4,025
                                                       --------     --------
     Total current assets                                48,918       61,204

     Property,  plant and equipment, net                 14,015       10,459
     Patents and trademarks,  net of amortization         3,663        3,013
     Holographic technology,  net of amortization           513          600
     Advance license fee, net of amortization             1,441        1,529
     Goodwill, net of amortization                       14,015        4,317
     Deferred income taxes                                5,248            -
     Other assets                                         1,128          701
                                                       --------     --------
     Total assets                                      $ 88,941     $ 81,823
                                                       ========     ========

Liabilities and shareholders' equity

     Current liabilities:
        Current portion of lines of credit             $      -     $    174
        Current portion of notes payable                 12,670        2,531
        Accounts payable                                  5,974        5,188
        Accrued expenses                                 13,708       11,739
                                                       --------     --------
     Total current liabilities                           32,352       19,632

     Lines of credit, net of current portion             11,218       17,689
     Notes payable,  net of current portion              17,011        7,645
     Deferred income taxes                                  757          565
     Other liabilities                                      657          529

     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;  5,458,629 and 5,449,097 shares
            issued and outstanding in 2001 and 2000,
            respectively                                     55           54
        Additional paid-in capital                       17,616       17,562
        Retained earnings                                12,877       20,703
        Accumulated other comprehensive loss             (3,602)      (2,556)
                                                       --------     --------
        Total shareholders' equity                       26,946       35,763
                                                       --------     --------
     Total liabilities and shareholders' equity        $ 88,941     $ 81,823
                                                       ========     ========





                       See accompaying notes.





<page>

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


                                Three Months Ended     Nine Months Ended
                                   September 30,         September 30,
                                  2001       2000       2001        2000
                                    (Unaudited)            (Unaudited)

Sales                           $26,809   $22,453     $84,650     $67,913
Cost of sales                    18,089    13,671      65,104      40,789
                                -------   -------     -------     -------
Gross profit                      8,720     8,782      19,546      27,124

Selling, general and
 administrative expenses          7,480     6,476      23,312      18,326
Research and development
 expenses                         1,612     1,246       4,883       3,916
Severence costs                       -       160           -         160
                                -------   -------     -------     -------
Operating (loss) income           (372)       900      (8,649)      4,722

Other (expenses) income
 Interest income                     10        56         106         201
 Interest expense                  (953)     (481)     (3,155)       (846)
 Foreign currency transaction
   gain (loss)                      337      (145)        176          73
 Other, net                        (384)      (96)     (1,110)       (264)
                                -------   -------     -------     -------
 Total other expenses              (990)     (666)     (3,983)       (836)
                                -------   -------     -------     -------
(Loss) income before provision
 for income taxes                (1,362)      234     (12,632)      3,886
(Benefit) provision for
 income taxes                      (517)       84      (4,806)      1,326
                                -------   -------     -------     -------
Net (loss) income               $  (845)  $   150     $(7,826)    $ 2,560
                                =======   =======     =======     =======
Basic (loss) earnings per share

  Weighted average shares
   outstanding                5,458,368 5,446,802   5,456,137   5,434,409

  Basic (loss) earnings per
   share                         $(0.15)    $0.03     $ (1.43)    $  0.47

Diluted (loss) earnings per share
  Weighted average shares
   outstanding                5,458,368 5,446,802   5,456,137   5,434,409
  Net effect of dilutive
   securities                         -    65,698           -     159,171

  Total shares outstanding
    used in computing diluted
    earnings per share        5,458,368 5,512,500   5,456,137   5,593,580

  Diluted (loss) earnings
    per share                    $(0.15)    $0.03     $ (1.43)    $  0.46


                    See accompanying notes.

<page>

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


                                                        Nine Months Ended
                                                          September 30,
                                                   ---------------------------
                                                     2001               2000
                                                   --------           --------
                                                           (unaudited)

Operating activities

Net cash provided by (used in)
  operating activities                             $ 10,910           $(13,380)

Investing activities

Purchase of property,  plant and equipment           (1,555)            (2,748)
Patents and trademarks                                 (843)              (480)
Other intangibles                                      (100)                 -
Cash paid for purchase of business,
  net of cash acquired                              (19,739)            (3,677)
                                                    -------            -------
Net cash used in investing activities               (22,237)            (6,905)

Financing activities

Proceeds from exercise of stock options and
     employee stock purchase plan                        55                340
Proceeds from issuance of notes payable              20,348              6,697
Principal payments on notes payable                 (12,145)              (905)
Net proceeds from line of credit                      4,528             12,425
Capital lease payments                                  (80)               (82)
                                                    -------            -------
Net cash provided by financing activities            12,706             18,475

Effect of exchange rates on cash                       (427)              (727)
                                                    -------            -------
Net increase (decrease) in cash and
     cash equivalents                                   952             (2,537)
Cash and cash equivalents at beginning of period      2,332              6,970
                                                    -------            -------
Cash and cash equivalents at end of period         $  3,284           $  4,433
                                                   ========            =======
Supplemental Disclosure

     Cash paid for interest                        $  3,002           $    687

     Cash paid for income taxes                    $    112           $  1,198

     Tax benefit from stock options                $      -           $     78


                       See accompanying notes.


<page>

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

1.       Business

     Metrologic Instruments, Inc. and its subsidiaries (the "Company") designs,
manufactures and markets bar code scanning and high-speed automated data
capture solutions using laser, holographic and vision-based technologies.
Metrologic 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. In addition to its extensive line of
bar code scanning and vision system equipment, the Company also provides laser
beam delivery and control systems to semi-conductor and fiber optic
manufacturers, as well as a variety of highly sophisticated optical systems.
Metrologic products are sold in more than 100 countries worldwide through
Metrologic's sales, service and distribution offices located in North and South
America, Europe and Asia.

2.       Accounting Policies

Reclassifications

     Results for the nine months ended September 30, 2001 reflect certain
reclassifications of amounts previously reported in the three months ended
March 31, 2001 to conform to current period presentation.

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 accounting principles
generally accepted in the United States 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, 2000, including the Consolidated Financial
Statements and the Notes to Consolidated Financial Statements for the year
ended December 31, 2000 contained therein.

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.

Impact of Pending Adoption of Accounting Standards

          In June 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, Business Combinations,
and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with the Statements. Other
intangible assets will continue to be amortized over their useful lives.

          The Company will apply the new rules on accounting for goodwill and
other intangible assets beginning in the first quarter of 2002. Application of
the nonamortization provisions of the Statement is expected to result in an
increase in net income of approximately $800 ($0.15 per share) per year, not-
withstanding any further purchase price adjustments from the Company's purchase
of AOA. During 2002, the Company will perform the first of the required
impairment tests of goodwill and indefinite lived intangible assets as of
January 1, 2002 and has not yet determined what the effect of these tests will
be on the earnings and financial position of the Company.
<page>
          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 (FAS 144), which addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of, and the accounting and
reporting provisions of APB Opinion No. 30, Reporting the Results of
Operations for a disposal of a segment of a business.  FAS 144 is effective
for fiscal years beginning after December 15, 2001, with earlier application
encouraged.  The Company expects to adopt FAS 144 as of January 1, 2002 and it
has not determined the effect, if any, the adoption of FAS 144 will have on the
Company's financial position and results of operations.

3.       Cost of Sales

         Cost of sales for the nine months ended September 30, 2001 included
$10,040 of special charges and other costs incurred in the Company's first
quarter ended March 31, 2001 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.

4.        Inventory

     Inventory consists of the following:


                                       September 30, 2001   December 31, 2000
                                       ------------------   ------------------


         Raw materials                      $  7,535             $  9,694
         Work-in-process                       5,326                6,380
         Finished goods                        6,053               10,824
                                              ------               ------
                                              18,914               26,898
                                              ------               ------

5.        Comprehensive (Loss) Income

     The Company's total comprehensive (loss) income were as follows:

                                                   Nine Months Ended
                                                     September 30,
                                                 2001              2000
                                               --------          --------


         Net (loss) income                     $ (7,826)         $  2,560
         Other comprehensive losses:
            Change in equity due to foreign
             currency translation adjustments    (1,045)           (2,165)
                                                 ------            ------
         Comprehensive (loss) income           $ (8,871)         $    395
                                                 ------            ------
<page>
6. Geographical 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 2001 or 2000.


The Company manages its business on a geographic basis and has principal
operations in the United States and Europe. Sales were attributed to geographic
areas in the following table based on the location of the Company's customers.


                        United States Operations          European
                   North               Other             Operations   Total
                  America   Europe     Export    Total     Europe  Consolidated

Three months ended September 30, 2001:

Sales             $11,083   $775      $ 3,657   $ 15,515   $11,294    $ 26,809

(Loss) income
before provision
for income taxes                                $ (1,909)  $   547    $ (1,362)

Identifiable
 assets                                         $ 71,244   $17,697    $ 88,941

Three months ended September 30, 2000:

Sales             $ 9,909   $  398    $ 3,718   $ 14,025   $ 8,428    $ 22,453

Income (loss)
before provision
for income taxes                                $    302   $   (68)   $    234

Identifiable
 assets                                         $ 61,464   $17,036    $ 78,500


Nine months ended September 30, 2001:

Sales             $39,910   $1,893    $11,313   $ 53,116   $31,534    $ 84,650

(Loss) income
before provision
for income taxes                                $(12,536)  $   (96)   $(12,632)

Nine months ended September 30, 2000:

Sales             $29,607   $1,183    $12,177   $ 42,967   $24,946    $ 67,913

Income (loss)
before provision
for income taxes                                $  4,149   $  (263)   $  3,886


<page>
7. 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 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 income
statement for the three and nine months ended September 30, 2001. The excess
purchase price over the fair value of net assets acquired was approximately
$10,671 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 and nine months ended September 30, 2001 and September 30, 2000 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. The final purchase price is subject to
adjustment based upon a final determination of working capital. 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                     Pro Forma
                           Three Months Ended            Nine Months Ended
                              September 30,                September 30,
                         ----------------------        ----------------------

                            2001         2000            2001          2000
                         ---------     --------        ---------     --------


Sales                    $  26,809     $ 27,818        $  85,109     $ 83,910
Operating (loss) income       (372)       1,463           (8,965)       5,844
Net (loss) income             (845)          18           (7,855)       1,830

(Loss) earnings
  per share
   Basic                     (0.15)        0.00            (1.44)        0.34
   Diluted                   (0.15)        0.00            (1.44)        0.33

Weighted average
  number of
 shares outstanding
   Basic                  5,458,363    5,446,802       5,456,137    5,434,409
   Diluted                5,458,363    5,512,500       5,456,137    5,593,580

<page>
8.  Credit Facility

In connection with the acquisition of Adaptive Optics Associates, Inc. ("AOA")
on January 8, 2001, the Company entered into a $45,000 credit facility ("Credit
Facility") with its primary bank, as agent ("primary bank") for other bank
parties. Under the terms of the Credit Facility, the Company secured a $20,000
term loan with maturities of $2,000 in 2001, $3,000 in 2002 and 2003, and
$4,000 in 2004, 2005 and 2006, respectively. As of September 30, 2001, the
balance outstanding was $18,500.

Also under the Credit Facility, the Company secured a $25,000 revolving credit
line, which expires in January 2006. 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. 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. As of September 30, 2001, the balance
outstanding was $11,218.

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 $4,750 in 2002 and $6,250 in 2003. Interest rates are fixed
at 10%.

Under the Credit Facility, the Company is subject to affirmative and
negative covenants.  As of September 30, 2001, the Company was in default with
respect to certain of these covenants.  The Company has been in negotiations
and has reached an agreement in principle with the primary bank, with regard
to converting the current revolving credit facility to an asset-based
arrangement together with a revised term note and revised covenants.  As a
result of reaching this agreement in principle with respect to refinancing
the Company's outstanding debt, the Company has elected not to seek a waiver
with respect to its covenant violations.

The Company believes that an asset-based arrangement would provide more
flexibility to finance the Company's working capital needs.  While the Company
believes that such arrangement will be in place before the end of the fourth
quarter 2001, there can be no assurance that the Company will be able to do so.
Failure to put in place a revised credit arrangement would require the Company
to seek a waiver of its covenant violations under its existing Credit Facility.
Failure to obtain the waiver or to repay the facility would have a material
adverse effect on the Company.
<page>
Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

       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, 2000 appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000. The
Condensed Consolidated Financial Statements for the three and nine months ended
September 30, 2001 and September 30, 2000 are unaudited.

       The Company derives its revenues from sales of its scanners through
distributors, value-added resellers ("VARs") and original equipment
manufacturers ("OEMs") and directly to end-users in the United States and in
over 100 foreign countries.

        Most of the Company's product sales in Western Europe, Asia and Brazil
are billed in foreign currencies and are subject to currency exchange rate
fluctuations. Substantially all 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. Accordingly, in the three and nine months ended September 30, 2001
and 2000, sales and gross profit were adversely affected by the continuing rise
in the value of the U.S. dollar in relation to foreign currencies.

Three Months Ended September 30, 2001 Compared with Three Months Ended
September 30, 2000 (amounts in thousands except per share information)

         Sales increased 19.4% to $26,809 in the three months ended September
30, 2001 from $22,453 in the three months ended September 30, 2000, principally
as a result of the addition of sales of AOA. Sales in the three months ended
September 30, 2001 were affected by lower average unit selling prices on
certain POS products compared to the corresponding period in 2000, which were
mostly due to unfavorable foreign exchange fluctuations. The increase in the
value of the U.S. dollar relative to the euro negatively affected the recorded
U.S. dollar value of quarterly European operation sales by approximately 2.3%
and quarterly consolidated sales were affected by the increased value of the
U.S. dollar relative to other foreign currencies, namely the euro and Brazilian
real by approximately 3.1% as compared to the corresponding period in 2000.

         International sales accounted for $15,726 (58.7% of total sales) in
the three months ended September 30, 2001 and $12,544 (55.9% of total sales) in
the three months ended September 30, 2000. Two customers accounted for 7.0% and
5.7%, respectively, of total revenues in the three months ended September 30,
2001. Two customers accounted for 11.9% and 5.5%, respectively of total
revenues in the three months ended September 30, 2000.

         Cost of sales increased to $18,089 in the three months ended September
30, 2001 from $13,671 in the three months ended September 30, 2000. The
increase in cost of sales was due to the increased cost of sales associated
with the acquisition of AOA. Further, cost of sales during the three months
ended September 30, 2001 was negatively impacted by the increase in the value
of the U.S. dollar relative to other foreign currencies as compared to the
corresponding period in 2000.

         Selling, general and administrative ("SG&A") expenses increased 15.5%
to $7,480 in the three months ended September 30, 2001 from $6,476 in the three
months ended September 30, 2000 and decreased as a percentage of sales to 27.9%
from 28.8%. The increase in SG&A expenses was due primarily to the addition of
AOA expenses, increased legal costs associated with defending the Company's
patents and an increase to the allowance for uncollectible accounts.

         Research and development ("R&D") expenses increased 29.4% to $1,612 in
the three months ended September 30, 2001 from $1,246 in the three months ended
September 30, 2000, and increased as a percentage of sales to 6.0% from 5.5%.
The increase in R&D expenses is due primarily to the addition of AOA expenses.
<page>
         Operating (loss) income decreased to $(372) in the three months ended
September 30, 2001 from $900 in the three months ended September 30, 2000.

         Other income/expenses reflect net other expenses of $990 in the
three months ended September 30, 2001 compared to net other expenses of $666 in
the corresponding period in 2000. Net other expenses for the three months ended
September 30, 2001 reflect higher interest and amortization expenses due to the
acquisition of AOA and associated debt, offset by foreign currency transaction
gains.

         Net loss was $845 in the three months ended September 30, 2001
compared with net income of $150 in the three months ended September 30, 2000.
Net loss reflects a 38% effective income tax rate for the three months ended
September 30, 2001 compared to 36% for the corresponding period in 2000. The
increased effective income tax rate resulted from a higher effective state tax
rate of AOA. The increase in the value of the U.S. dollar relative to other
foreign currencies negatively affected diluted earnings per share by
approximately $.04 as compared to the corresponding period in 2000.

Nine Months Ended September 30, 2001 Compared with Nine Months Ended September
30, 2000 (amounts in thousands except per share information)

         Results for the nine months ended September 30, 2001 reflect certain
reclassifications of amounts previously reported in the three months ended
March 31, 2001 to conform to current period presentation.

         Sales increased 24.6% to $84,650 in the nine months ended September
30, 2001 from $67,913 in the nine months ended September 30, 2000, principally
as a result of the addition of sales of AOA. Sales in the nine months ended
September 30, 2001 were affected by lower average unit selling prices on
certain POS products compared to the corresponding period in 2000, which were
mostly due to unfavorable foreign exchange fluctuations. The increase in the
value of the U.S. dollar relative to the euro negatively affected the recorded
U.S. dollar value of year-to-date European operation sales by approximately
5.4% and year-to-date consolidated sales were affected by the increased value
of the U.S. dollar relative to other foreign currencies, namely the euro and
Brazilian real by approximately 3.3% as compared to the corresponding period in
2000. 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 $44,740 (52.9% of total sales) in
the nine months ended September 30, 2001 and $38,306 (56.4% of total sales) in
the nine months ended September 30, 2000. Three customers accounted for 6.8%,
6.8% and 6.4% of the Company's total revenues in the nine months ended
September 30, 2001. One customer accounted for 8.3% of total revenues in the
nine months ended September 30, 2000.

         Cost of sales increased to $65,104 in the nine months ended September
30, 2001 from $40,789 in the nine months ended September 30, 2000. In addition
to the increased costs of sales associated with the acquisition of AOA, cost of
sales for the nine months ended September 30, 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. Similar costs are not anticipated to be included in
costs of sales for the remaining quarter of 2001. Further, cost of sales
as a percentage of sales during the nine months ended September 30, 2001 was
negatively impacted by the increase in the value of the U.S. dollar relative to
other foreign currencies as compared to the corresponding period in 2000.

         SG&A expenses increased 27.2% to $23,312 in the nine months ended
September 30, 2001 from $18,326 in the nine months ended September 30, 2000 and
increased as a percentage of sales to 27.5% from 27.0%. The increase in SG&A
expenses was due primarily to the addition of AOA expenses, increased legal
costs associated with defending the Company's patents and an increase to the
allowance for uncollectible accounts.

         Research and development ("R&D") expenses increased 24.7% to $4,883 in
the nine months ended September 30, 2001 from $3,916 in the nine months ended
September 30, 2000, and stayed the same as a percentage of sales at 5.8%. The
increase in R&D expenses is due primarily to the addition of AOA expenses.
<page>
         Operating income, excluding special charges and other costs, decreased
to $1,391 in the nine months ended September 30, 2001 from $4,727 in the nine
months ended September 30, 2000. Operating losses including special charges
and other costs in the nine months ended September 30, 2001 was $8,649.

         Other income/expenses reflect net other expenses of $3,983 in the nine
months ended September 30, 2001 compared to net other expenses of $836 in the
corresponding period in 2000. Net other expenses for the nine months ended
September 30, 2001 reflect higher interest and amortization expenses due to the
acquisition of AOA and associated debt, offset by higher foreign currency
transaction gains.

         Net loss was $7,826 in the nine months ended September 30, 2001
compared with net income of $2,560 in the nine months ended September 30, 2000.
Net income reflects a 38% effective income tax rate for the nine months ended
September 30, 2001 compared to 34% for the corresponding period in 2000. The
increased effective income tax rate resulted from a higher effective state tax
rate of AOA. The increase in the value of the U.S. dollar relative to other
foreign currencies negatively affected diluted earnings per share by
approximately $.24 as compared to the corresponding period in 2000.

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 as of September 30, 2001 was negatively
impacted due to the generation of cash from reducing accounts receivable and
inventory levels and using those funds to pay down the Company's revolving
credit facility classified in non-current liabilities and the Company's term
note.  In addition, the Company has reclassified its term note in accordance
with currently anticipated maturities under the credit agreement being
negotiated.

        The Company's operating activities provided net cash of $10,910
compared with net cash used of $13,380 for the nine months ended September 30,
2001 and 2000, respectively. Net cash provided in operating activities for the
nine months ended September 30, 2001 resulted primarily from reductions in
accounts receivable and inventory plus non-cash charges, offset by decreases in
accrued expenses.

         In connection with the acquisition of Adaptive Optics Associates, Inc.
("AOA") on January 8, 2001, the Company entered into a $45,000 credit facility
("Credit Facility") with its primary bank, as agent ("primary bank") for other
bank parties. Under the terms of the Credit Facility, the Company secured a
$20,000 term loan with maturities of $2,000 in 2001, $3,000 in 2002 and 2003,
and $4,000 in 2004, 2005 and 2006, respectively. As of September 30, 2001, the
balance outstanding was $18,500.

         Also under the Credit Facility, the Company secured a $25,000
revolving credit line, which expires in January 2006. 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. 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. As of September 30, 2001,
the balance outstanding was $11,218.

         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 $4,750 in 2002 and $6,250 in 2003. Interest rates are
fixed at 10%.

         Under the Credit Facility, the Company is subject to affirmative and
negative covenants.  As of September 30, 2001, the Company was in default with
respect to certain of these covenants.  The Company has been in negotiations
and has reached an agreement in principle with the primary bank, with regard
to converting the current revolving credit facility to an asset-based
arrangement together with a revised term note and revised covenants.  As a
result of reaching this agreement in principle with respect to refinancing
the Company's outstanding debt, the Company has elected not to seek a waiver
with respect to its covenant violations.
<page>
          The Company believes that an asset-based arrangement would provide
more flexibility to finance the Company's working capital needs.  While the
Company believes that such arrangement will be in place before the end of the
fourth quarter 2001, there can be no assurance that the Company will be able
to do so.  Failure to put in place a revised credit arrangement would require
the Company to seek a waiver of its covenant violations under its existing
Credit Facility.  Failure to obtain the waiver or to repay the facility would
have a material adverse effect on the Company.

         Property, plant & equipment expenditures were $1,555 and $2,748 for
the nine months ended September 30, 2001 and 2000, 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, the Japanese yen and the Chinese renminbi. In an effort to mitigate the
financial implications of the volatility in the exchange rate between foreign
currencies 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 through its primary bank for periods not exceeding
nine months, which partially hedge sales to the Company's subsidiaries and (ii)
foreign currency based loans, which act as a partial hedge against outstanding
intercompany receivables and the net assets of its foreign subsidiaries.
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.

         The Company believes that its current cash and cash equivalent
balances, along with cash generated from operations and availability under
revolving credit facilities, will be adequate to fund the Company's operations
through at least the next twelve months.
<page>
Forward Looking Statements; Certain Cautionary Language

         Written and oral statements provided by the Company from time to time,
including those in this report, 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:

         Reliance for sales on third party resellers, distributors and OEMs
which subject the Company to risks of business failure of the foregoing, credit
and collections exposure, and other business concentration risks; ability to
comply with future bank covenants; Metrologic's ability to refinance its debt
with its banks; in the event that Metrologic is unable to refinance its debt
with its banks or obtain a waiver or forbearance agreement, its indebtedness
would be accelerated which would have a material adverse effect on Metrologic;
issues that have not been anticipated in the transition to the new European
currency that may cause prolonged disruption of the Company's business;
Metrologic's ability to execute successfully the initiatives to restore profit
levels and continue rapid sales growth; increased competition due to industry
consolidation or new entrants into the Company's existing markets; Metrologic's
ability to integrate AOA with other Metrologic subsidiaries, and realize
anticipated impact on results of operations; continued or increased competitive
pressure which could result in reduced selling prices of products or increased
sales and marketing promotion costs; sales cycles of Metrologic's products;
Metrologic's ability to control manufacturing and operating costs which affect
future profitability; 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; 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 timing, introduction and market
acceptance of Metrologic's new products including the iQ(TM)180; 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; the costs of legal
proceedings or assertions by or against the Company relating to intellectual
property rights and licenses, and adoption of new or changes in accounting
policies and practices; availability of patent protection for Metrologic's
vision-based technologies, and other products; technological changes in the
scanner industry, specifically vision-based technologies; general economic
conditions; disposition of legal issues; 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 effects of and changes in trade, monetary and
fiscal policies, laws and 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; the
economic slowdown of foreign nations other than those using may also adversely
affect the Company's results of operations.
<page>
         All forward-looking statements included herein are based upon
information presently available, and the Company assumes no obligation to
update any forward-looking statements.

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 can be made in the euro, and parties can 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 will
introduce euro notes and coins and withdraw all legacy currencies so that they
will no longer be available. The euro conversion may affect cross-border
competition by creating cross-border transparency. The Company is assessing its
pricing/marketing strategy in order to insure that it remains competitive in a
broader European market. The Company is also assessing its information
technology systems to allow for transactions to take place in both legacy
currencies and the euro and the eventual elimination of the legacy currencies,
and is reviewing whether certain existing contracts will need to be modified.
The Company's currency risk and risk management for operations in participating
countries may be reduced as the legacy currencies are converted to the euro.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     The information contained in Item 7A of the Company's Annual Report on
Form 10-K for the year ended December 31, 2000 is hereby incorporated herein by
reference.


                          PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is currently involved in litigation arising from the normal course
of business including matters described below. Management is of the opinion
that such litigation will not have a material adverse effect on the Company's
consolidated financial position or results of operations.  With respect to the
litigation previously disclosed in the Company's prior reports on Form 10-K and
Form 10-Q, the following reflects updated information as of September 30, 2001.

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

On May 14, 2001, the Auto ID companies and Cognex Corp. filed a motion for
partial Summary judgment arguing patent unenforceability due to inequitable
conduct on the part of Lemelson of the Lemelson partnership in their dealings
before the United States Patent and Trademark Office in obtaining the patents
in suit. This motion is now pending.  A hearing on this motion was held on
November 9, 2001, and the parties are awaiting the court's decision on this
motion.

On July 25, 2001 the Court entered an order setting a schedule that concludes
with a trial date set for August 2002.

On August 1, 2001, the Auto ID companies filed another motion for partial
summary judgment arguing that the Lemelson Partnership is not entitled, as a
matter of law, to rely on a now-abandoned Lemelson patent application filed
in 1954 to provide a filing date or disclosure for the claims of the
patents-in-suit.  Oral argument on the motion was heard on November 9, 2001.

B. Metrologic v. PSC

In March 2001, Metrologic made a motion to add a patent to its complaint for
infringement.  The motion was granted by the court and the patent was added to
the litigation.
<page>
Item 2.  Changes in Securities

         Not applicable.

Item 3.  Defaults upon Senior Securities

         Not applicable.

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

          Not applicable.

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits:



         (b)      Reports on Form 8-K.

                  During the quarter ended September 30, 2001 the Registrant
                  did not file any reports on Form 8-K:




<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: November 14, 2001                   By:/s/ C. Harry Knowles
      ----------------                    -----------------------
                                          C. Harry Knowles
                                          Chairman of the Board
                                          and Chief Executive Officer
                                          (Principal Executive Officer)

Date: November 14, 2001                   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.