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: June 29, 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 0-1298

                        ADVANCED TECHNICAL PRODUCTS, INC.
               (Exact name of Issuer as Specified in Its Charter)

                 Delaware                                     11-1581582
     (State or Other Jurisdiction of                       (I.R.S. Employer
      Incorporation or Organization)                      Identification No.)


             200 Mansell Ct. East, Suite 505, Roswell, Georgia 30076

                    (Address of Principal Executive Offices)

                                 (770) 993-0291
                (Issuer's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
                 (Former Address, if Changed Since Last Report)


Indicate by check mark whether the Registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange Act during the past
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 [ ]


The aggregate  number of shares of Common Stock  outstanding as of July 27, 2001
was 5,474,928.



                                       1
<PAGE>


                        ADVANCED TECHNICAL PRODUCTS, INC.

                                      INDEX

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements (unaudited).....................................3

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

          Discontinued Operations.............................................12
          Results of Operations...............................................12
          Financial Condition and Liquidity...................................13
          Recent Accounting Pronouncements....................................15
          Forward Looking Statements - Cautionary Factors.....................16

Item 3.   Quantitative and Qualitative Disclosures About Market Risk..........16

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings...................................................17

Item 2.   Changes in Securities and Use of Proceeds...........................18

Item 3.   Defaults Upon Senior Securities.....................................18

Item 4.   Submission of Matters to a Vote of Security Holders.................18

Item 5.   Other Information...................................................19

Item 6.   Exhibits and Reports on Form 8-K....................................19


                                       2
<PAGE>



               ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    AS OF JUNE 29, 2001 AND DECEMBER 31, 2000

          (UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                         June 29,     December 31,
                                 ASSETS                                    2001          2000
                                                                        ---------     ------------
<S>                                                                     <C>             <C>
CURRENT ASSETS:
    Cash and cash equivalents                                           $   3,073       $  1,666
    Accounts receivable (net of allowance for doubtful
        accounts of $351 and $455 at June 29, 2001 and
        December 31, 2000, respectively)                                   25,442         25,811
    Inventories and costs relating to long-term contracts
        and programs in process, net of progress payments                  48,489         42,742
    Prepaid income taxes                                                     --            1,251
    Deferred income taxes                                                   3,284          3,284
    Other current assets                                                    1,895          1,252
                                                                        ---------       --------
                        Total current assets                               82,183         76,006
                                                                        ---------       --------

NONCURRENT ASSETS:
   Property, plant and equipment                                           21,085         19,932
   Less-accumulated depreciation                                          (12,215)       (10,931)
                                                                        ---------       --------
                        Net property, plant and equipment                   8,870          9,001
                                                                        ---------       --------

  Deferred income taxes                                                     2,819          2,819
  Net assets of discontinued operations                                     2,218          6,971
  Other noncurrent assets                                                   4,141          3,509
                                                                        ---------       --------
                        Total assets                                    $ 100,231       $ 98,306
                                                                        =========       ========

                  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

    Accounts payable                                                    $  17,732       $ 13,259
    Accrued expenses                                                        9,966         10,529
    Short-term debt                                                        25,032         27,497
    Current portion of capital lease obligations                               40             41
                                                                        ---------       --------
                        Total current liabilities                          52,770         51,326

LONG-TERM LIABILITIES:
    Long-term debt, net of current portion                                 17,984         21,370
    Capital lease obligations, net of current portion                          10             30
    Other liabilities                                                       4,253          4,253
                                                                        ---------       --------
                        Total liabilities                                  75,017         76,979

Mandatorily redeemable preferred stock, $1.00 par value,
    1,000,000 shares authorized, issued and outstanding;
    redemption amount of $1.00 per share                                    1,000          1,000

SHAREHOLDERS' EQUITY:
    Preferred stock, undesignated, 1,000,000 shares authorized,
        no shares issued and outstanding                                     --             --
    Common stock, $.01 par value, 30,000,000 shares authorized,
        5,467,661 shares and 5,375,822 shares issued and
        outstanding  as of June 29, 2001 and
        December 31, 2000, respectively
                                                                               55             54
    Additional paid-in capital                                             17,432         17,151
    Retained earnings                                                       7,158          3,653
    Notes receivable from officers                                            (40)          (135)
    Accumulated other comprehensive loss                                     (391)          (396)
                                                                        ---------       --------
                        Total shareholders' equity                         24,214         20,327
                                                                        ---------       --------
                        Total liabilities and shareholders' equity      $ 100,231       $ 98,306
                                                                        =========       ========
</TABLE>


     See accompanying Notes to Condensed Consolidated Financial Statements.


                                       3
<PAGE>


               ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
      FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 29, 2001 AND JUNE 30, 2000

               (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                                                              Six
                                                                                Quarter                      Months
                                                                                 Ended                       Ended
                                                                         ----------------------      ----------------------
                                                                         June 29,      June 30,      June 29,      June 30,
                                                                           2001          2000          2001          2000
                                                                         --------      --------      --------      --------

<S>                                                                      <C>           <C>           <C>           <C>
Revenues                                                                 $ 52,083      $ 44,709      $ 94,425      $ 86,068

Cost of revenues                                                           39,241        33,894        72,136        66,207


General and administrative expenses                                         6,150         7,480        11,743        12,966
                                                                         --------      --------      --------      --------
        Operating income                                                    6,692         3,335        10,546         6,895

Interest expense                                                              813           791         1,792         1,552
Other expense                                                                 427          --             748          --
                                                                         --------      --------      --------      --------
        Income before income tax expense                                    5,452         2,544         8,006         5,343
Income tax expense                                                          2,099           979         3,082         2,057
                                                                         --------      --------      --------      --------
        Income from continuing operations                                   3,353         1,565         4,924         3,286


Discontinued operations:
        Loss from operations of segment to be disposed of                    --            (708)         --          (2,322)
        Provision for loss on disposal of business segment,
            including operating losses during the phase-out period         (1,379)         (704)       (1,379)         (704)
                                                                         --------      --------      --------      --------
        Loss from discontinued operations (net of income tax benefit)      (1,379)       (1,412)       (1,379)       (3,026)
                                                                         --------      --------      --------      --------
Net income                                                               $  1,974      $    153      $  3,545      $    260
                                                                         ========      ========      ========      ========


Net income per share:
        Basic:    Income from continuing operations                      $   0.61      $   0.29      $   0.90      $   0.61
                  Loss from discontinued operations                         (0.25)        (0.27)        (0.26)        (0.57)
                                                                         --------      --------      --------      --------
                  Net income                                             $   0.36      $   0.02      $   0.64      $   0.04
                                                                         ========      ========      ========      ========

        Diluted:  Income from continuing operations                      $   0.56      $   0.28      $   0.83      $   0.59

                  Loss from discontinued operations                         (0.23)        (0.26)        (0.23)        (0.55)
                                                                         --------      --------      --------      --------
                  Net income                                             $   0.33      $   0.02      $   0.60      $   0.04
                                                                         ========      ========      ========      ========

Weighted average number of common and common
     equivalent shares outstanding:
        Basic                                                               5,466         5,326         5,454         5,319
                                                                         ========      ========      ========      ========
        Diluted                                                             5,912         5,465         5,886         5,482
                                                                         ========      ========      ========      ========
</TABLE>


     See accompanying Notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>


               ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 29, 2001 AND JUNE 30, 2000

                            (UNAUDITED, IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                               2001          2000
                                                                              -------       -------

<S>                                                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                $ 3,545       $   260
    Adjustments to reconcile net income to net cash provided by
        operating activities:

          Depreciation and amortization                                         1,401         1,492
          Other non-cash charges                                                  246          --
          Changes in operating assets and liabilities:
              Accounts receivable                                                 369        (4,672)
              Inventories                                                      (5,747)       (2,230)
              Accounts payable                                                  4,473         2,503
              Accrued expenses                                                   (563)        2,660
              Net assets of discontinued operations                               182         2,556
              Other assets and liabilities                                      1,113            62
                                                                              -------       -------
                   Net cash provided by operating activities
                                                                                5,019         2,631
                                                                              -------       -------

CASH FLOWS FROM INVESTING ACTIVITIES:

    Capital expenditures                                                       (1,153)         (118)
    Proceeds from disposal of structural core materials segment
                                                                                3,587          --

    Net investing activities of discontinued operations                            31          (305)
                                                                              -------       -------
                   Net cash provided by (used in) investing activities
                                                                                2,465          (423)
                                                                              -------       -------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds of borrowings                                                       --             385
    Repayments of borrowings                                                   (6,097)       (1,806)
    Proceeds from exercise of stock options and warrants                          189             2
    Common stock issued under employee stock purchase plan                         93           103
    Proceeds from repayment of officer loans                                       95          --
    Cash dividends paid                                                           (40)         --
    Payments under capital lease obligations                                      (20)          (41)
    Net financing activities of discontinued operations                          (297)         (217)
                                                                              -------       -------
                   Net cash used in financing activities
                                                                               (6,077)       (1,574)
                                                                              -------       -------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                       1,407           634

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                  1,666           547
                                                                              -------       -------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                      $ 3,073       $ 1,181
                                                                              =======       =======


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
          Cash paid for interest                                              $ 2,206       $ 2,122
          Cash paid for income taxes                                          $   139       $  --
</TABLE>


     See accompanying Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>


                        ADVANCED TECHNICAL PRODUCTS, INC.
                                AND SUBSIDIARIES


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1. BASIS OF PRESENTATION

     The accompanying  unaudited Condensed  Consolidated Financial Statements of
Advanced Technical Products, Inc. and Subsidiaries (the "Company" or "ATP") have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been included.  Operating results for the quarter and six months ended June
29, 2001 are not necessarily  indicative of the results that may be expected for
the year  ending  December  31,  2001.  For  further  information,  refer to the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's Form 10-K for the year ended December 31, 2000.

2. DISCONTINUED OPERATIONS

     On June 30, 2000, the Company  adopted a formal plan to sell its Structural
Core  Materials  segment,  which  consisted of the  operations of the Alcore and
Alcore Brigantine S.A. subsidiaries. On June 14, 2001, the Company completed the
sale of certain assets of Alcore and 100% of the stock of the Alcore  Brigantine
S.A.   subsidiary  (the   "Transaction")  to  a  subsidiary  of  the  M.C.  Gill
Corporation.  The Alcore  assets sold  consisted  primarily of  inventories  and
property and equipment.  The selling price was approximately $5.0 million in the
form of cash and a promissory note.  Excluded from the Transaction were accounts
receivable,  the Belcamp,  Maryland manufacturing facility and substantially all
the  liabilities  of Alcore.  The Company plans on selling the Belcamp  facility
following a transition  period after closing the  Transaction  and evacuation by
the buyer of the Alcore operations.  During the second quarter of 2001, an after
tax charge of $1.4 million was recorded as a loss from  discontinued  operations
to  reflect  the  amount by which  actual  operating  losses of Alcore  exceeded
previous estimates,  and revisions of the final selling price of assets sold and
the estimated  proceeds of the retained assets of Alcore that are in the process
of being liquidated.

     The  remaining  net  assets of  discontinued  operations  at June 29,  2001
following  the  Transaction  consist of the Belcamp  manufacturing  facility,  a
receivable relating to Alcore Brigantine S.A. and certain  liabilities  relating
to  discontinued  operations.  Net assets to be disposed of have been separately
classified in the accompanying Condensed Consolidated Balance Sheets.

     Operating  results of the Structural Core Materials segment for all periods
reported are shown  separately  as results from  discontinued  operations in the
accompanying Condensed  Consolidated  Financial Statements.  Net revenues of the
Structural  Core  Materials  segment  were  approximately  $4.2 million and $5.3
million for the quarters  ending June 29, 2001 and June 30, 2000,  respectively,
and $10.7  million and $11.1 million for the six months ending June 29, 2001 and
June 30, 2000,  respectively.  These amounts are not included in revenues in the
accompanying Condensed Consolidated Statements of Operations.


                                       6
<PAGE>


3. INVENTORIES

     Inventories  at June 29,  2001  and  December  31,  2000  consisted  of the
following (in thousands):

                                               June 29,      Dec. 31,
                                                 2001          2000
                                               --------      --------

          Finished goods                       $  1,257      $  1,281
          Work in process                        32,009        29,555
          Raw materials                          18,680        13,560
          Progress payments                      (3,457)       (1,654)
                                               --------      --------
                    Total inventories          $ 48,489      $ 42,742
                                               ========      ========


4.  DEBT

     Debt is summarized as follows (in thousands):

                                                         June 29,   Dec. 31,
                                                           2001       2000
                                                         --------   --------
     Short-term debt:
           Revolving loans                                $19,530   $21,799
           Current portion of long-term debt                5,502     5,698
                                                          -------   -------
                                                          $25,032   $27,497
                                                          =======   =======
     Long-term debt:
           Term loans                                     $13,949   $16,635
           Equipment loans                                  2,028     2,448
           Subordinated debt, net of  unamortized loan
                 discount                                   5,619     5,373
           Bonds payable                                    1,890     2,000
                Other long-term debt                         --         612
                                                          -------   -------
                Total long-term debt                       23,486    27,068
           Less current portion                             5,502     5,698
                                                          -------   -------
                Long-term debt, net of current portion    $17,984   $21,370
                                                          =======   =======

Revolving, Term and Equipment Loans

     On October 10, 2000,  the Company  entered into a new  financing  agreement
with its primary  lender.  At June 29, 2001, the Company's  credit facility with
this lending  institution totaled $43.0 million consisting of: (i) $27.0 million
of revolving credit against eligible receivable and inventory  balances,  (ii) a
$14.0 million term loan and (iii) a $2.0 million  capital  equipment loan. As of
June 29, 2001, the Company had  approximately  $7.5 million of unused  borrowing
availability on this credit  facility,  net of $1.4 million of reserves  against
the revolving  loan borrowing base for  outstanding  stand-by  letters of credit
commitments ($0.9 million) and other items ($0.5 million).

     The revolving, term and equipment loans are secured by substantially all of
the Company's assets. The interest rates on the loans are set quarterly based on
the Company's performance against  debt-to-earnings ratios specified in the loan
agreement.  Interest  rates can range from LIBOR (the London  Interbank  Offered
Rates) plus 2.75% to LIBOR plus 1.0% on the  revolving  loan and from LIBOR plus
3.25% to LIBOR plus 1.5% on the term and  equipment  loans.  Alternatively,  the
Company may elect interest rates based on the lending  institution's  prime rate
with  rates on the  revolving  loan  ranging  from prime plus 0.5% to prime plus
0.25% and rates on the term and equipment loans ranging from prime plus 0.75% to
prime plus 0.50%.


                                       7
<PAGE>


     Interest is paid monthly in arrears on all loans.  The term loan is payable
quarterly  based on a seven-year  amortization  period.  The  equipment  loan is
payable monthly based on a five-year amortization period. In accordance with the
financing  agreement,  the Company used part of the proceeds  received  from the
sale of certain assets of its discontinued operations on June 14, 2001 (see Note
2) to make a one-time principal  repayment of $1.3 million on the term loan. The
credit facility matures on October 31, 2003.

Subordinated Debt

     On October 10, 2000,  the Company  entered into an agreement  with a lender
for a three  year,  $7,000,000  loan  in the  form of a  junior  secured  credit
facility.  The loan bears interest  payable monthly in arrears at an annual rate
of 12.5%, and an additional 2.5% of payment-in-kind  interest that is payable at
maturity. The loan matures on October 31, 2003. In connection with the loan, ATP
also issued warrants  giving the lender the right to purchase  320,000 shares of
the Company's common stock at an exercise price of $4.42 per share. The warrants
are  exercisable  at any  time  prior to the  fifth  anniversary  of the  credit
facility closing.  Alternatively,  at any time after 18 months from the closing,
but prior to the expiration of the warrants, the lender may elect to require the
Company to  repurchase  each  warrant for an amount equal to 10% of ATP's EBITDA
(earnings before interest,  taxes,  depreciation  and  amortization)  divided by
320,000  (the "Put  Option").  The Put  Option is  subject  to a maximum  cap of
$1,750,000.  In the  event  of an  exercise  of the Put  Option  resulting  in a
repurchase price of $1,000,000 or greater,  the Company has the right to satisfy
up to 50% of the  obligation  by issuing a promissory  note to the lender,  with
principal payments amortized evenly over 18 months. In addition, the Company has
a call right in the event that the  holders  of the  warrants  initiate a demand
registration  or  elect to  exercise  their  piggyback  registration  rights  in
accordance with the agreement.  The loan is secured by substantially  all of the
Company's assets.

     The  Company  allocated  the  $7,000,000  proceeds  from  the  loan  to the
subordinated  debt ($5,250,000) and stock warrants  ($1,750,000)  based on their
respective  fair values.  The fair value of the stock warrants is reflected as a
debt  discount and is being  amortized  as interest  expense over the three year
life of the debt using the interest  method.  The Company has included the value
assigned  to  the  stock  warrants  in  other   long-term   liabilities  in  the
accompanying Condensed Consolidated Balance Sheet at June 29, 2001.

Bonds Payable

     Bonds payable result from a financing  agreement with the State of Maryland
dated May 14,  1997 to provide  $2.6  million in 15 year  tax-exempt  industrial
development bonds bearing interest at a variable rate adjusted weekly to finance
the purchase of the Belcamp,  Maryland honeycomb  manufacturing  facility and an
adjacent 3.2 acre parcel of land.  The Company has entered into an interest rate
swap agreement with a financial  institution to fix the interest rate on the tax
exempt bonds at 5.07% through 2012. The bonds require annual principal  payments
of $220,000 for 2001 through  2004 and $140,000 for 2005 through  2012,  and are
secured by a letter of credit  agreement  between the Company and a bank. On May
12, 2000, the letter of credit  agreement was amended for a period  extending to
May 15, 2001. As a condition of the amended agreement,  ATP delivered collateral
to the bank in the form of  qualified  investment  securities  as defined with a
value of  $100,000  as of the date of  execution  of the  amendment.  Additional
collateral  in $150,000  increments  was  delivered on or before each of July 1,
August 1,  September  1, and  October 1, 2000.  On March 16,  2001 the letter of
credit agreement was extended to August 16, 2001.

     During June 2001, the Company  initiated  action to call the bonds for full
redemption on August 1, 2001 pursuant to the optional  redemption  provisions of
the  financing  agreement.  In  connection  with  the  redemption,  the  Company
delivered an  additional  $1,450,000 of qualified  investment  collateral to the
bank on June 15, 2001.  The Company has classified the total amount of the bonds
as current at June 29, 2001.


                                       8
<PAGE>


Other Long-Term Debt

     On July 7, 1997, in  conjunction  with the tax exempt bond  financing,  the
Company  entered into a ten-year  $810,000  Maryland  Industrial  and Commercial
Redevelopment  Fund loan  agreement  with  interest  set at a fixed rate of 5.1%
annually,  plus a five-year  $60,000 loan from  Harford  County,  Maryland  with
interest set at a fixed rate of 5.5%. The outstanding balances of the loans were
paid off in full on June 15, 2001 using part of the proceeds  received  from the
sale of certain assets of its discontinued operations on June 14, 2001 (see Note
2).

     In January 2001,  the Company  adopted SFAS 133,  Accounting for Derivative
Instruments and Hedging  Activities ("SFAS 133"),  which required the Company to
record derivative financial  instruments at fair value. The adoption of SFAS 133
had no material  impact upon  adoption or on the results of  operations  for the
quarter and six months ended June 29, 2001.

5. EARNINGS PER SHARE

     Earnings per share are calculated as follows (in thousands):


<TABLE>
<CAPTION>
                                                                                           Six
                                                               Quarter                    Months
                                                                Ended                     Ended
                                                         ---------------------     ---------------------
                                                         June 29,     June 30,     June 29,     June 30,
                                                           2001         2000         2001         2000
                                                         --------     --------     --------     --------
<S>                                                      <C>          <C>          <C>          <C>
Income from continuing operations                        $ 3,353      $ 1,565      $ 4,924      $ 3,286
Less:  preferred stock dividends accrued
                                                             (20)         (20)         (40)         (40)
                                                         -------      -------      -------      -------
Income from continuing operations available
     for common shares                                   $ 3,333      $ 1,545      $ 4,884      $ 3,246
                                                         =======      =======      =======      =======


Loss from discontinued operations                        $(1,379)     $(1,412)     $(1,379)     $(3,026)
                                                         =======      =======      =======      =======


Net income                                               $ 1,974      $   153      $ 3,545      $   260
Less:  preferred stock dividends accrued
                                                             (20)         (20)         (40)         (40)
                                                         -------      -------      -------      -------
Net income available for common shares                   $ 1,954      $   133      $ 3,505      $   220
                                                         =======      =======      =======      =======


Weighted average number of common shares outstanding:
          -Basic                                           5,466        5,326        5,454        5,319
           Add: assumed stock conversions, net of
           assumed treasury stock purchases:

                --stock options                              313          131          309          144

                --stock warrants                             133            8          123           19
                                                         -------      -------      -------      -------
          -Diluted                                         5,912        5,465        5,886        5,482
                                                         =======      =======      =======      =======
</TABLE>


                                       9
<PAGE>


6. SEGMENT REPORTING

     Segment financial information is summarized as follows (in thousands):


<TABLE>
<CAPTION>
                                                                                   Six
                                                    Quarter                       Months
                                                     Ended                        Ended
                                            -----------------------     ----------------------------
                                            June 29,       June 30,       June 29,       June 30,
                                              2001           2000           2001           2000
                                            --------       --------       --------       --------

<S>                                         <C>            <C>            <C>            <C>
Revenues (all from external customers):
    Aerospace and Defense                   $ 44,479       $ 36,310       $ 81,578       $ 69,526
    Commercial Composites                      5,368          6,044          8,455         11,428
    Other operating segments                   2,236          2,355          4,392          5,114
                                            --------       --------       --------       --------
              Total                         $ 52,083       $ 44,709       $ 94,425       $ 86,068
                                            ========       ========       ========       ========

Operating income (loss):
    Aerospace and Defense                   $  5,598       $  3,090       $  9,236       $  5,550
    Commercial Composites                      1,777          2,263          2,767          3,801
    Other operating segments                     (73)            69           (148)           310
    Corporate                                   (610)        (2,087)        (1,309)        (2,766)
                                            --------       --------       --------       --------
              Total                         $  6,692       $  3,335       $ 10,546       $  6,895
                                            ========       ========       ========       ========
</TABLE>


7. COMPREHENSIVE INCOME

     The Company applies the provisions of SFAS No. 130, Reporting Comprehensive
Income,  which requires the reporting of other comprehensive  income in addition
to net income from operations. Comprehensive income is summarized as follows (in
thousands):


<TABLE>
<CAPTION>
                                                                                    Six
                                                         Quarter                   Months
                                                          Ended                    Ended
                                                 ---------------------    ----------------------
                                                 June 29,     June 30,    June 29,      June 30,
                                                   2001         2000        2001          2000
                                                 --------     --------    --------      --------

<S>                                              <C>           <C>         <C>           <C>
Net income                                       $ 1,974       $ 153       $ 3,545       $ 260

Other comprehensive income (loss):
    Foreign currency translation adjustment
                                                      91          (2)            5         (39)

                                                 -------       -----       -------       -----
Comprehensive income                             $ 2,065       $ 151       $ 3,550       $ 221
                                                 =======       =====       =======       =====
</TABLE>


8. CONTINGENCIES

     On October 7, 1999, the New York Office of the Attorney General,  on behalf
of the New York State Department of Environmental Conservation ("NYSDEC"),  sent
a letter to the Company,  claiming that the Company's Lunn  Industries  division
("Lunn")  is  a   potentially   responsible   party   ("PRP")  with  respect  to
contamination at the Babylon Landfill in Babylon,  New York. NYSDEC alleges that
Lunn sent waste to the Babylon  Landfill and that Lunn is jointly and  severally
liable  under  the  Comprehensive   Environmental  Response,   Compensation  and
Liability Act for NYSDEC's  response costs in addition to interest,  enforcement
and future costs.  According to NYSDEC,  there are currently 13 PRPs  identified
for the Babylon Landfill. NYSDEC documents indicate that Lunn did transmit waste
to the Babylon  Landfill,  although it is currently  unclear to what extent Lunn
contributed to contamination of the landfill.


                                       10
<PAGE>


Accordingly,  the  Company  cannot  at  present  determine  the  extent  of  its
liability,  if  any.  The  Company  has  not  recorded  any  liability  for  the
contingency as of June 29, 2001.

     During  January  2000,  the  Company  learned of  possible  accounting  and
financial  reporting  irregularities  at its  subsidiary,  Alcore,  when certain
financial  records were seized in connection with a search warrant issued by the
United States  District  Court - District of Maryland as part of a  governmental
investigation.  Additionally,  in January  2000,  the Company was notified of an
investigation by the United States  Securities and Exchange  Commission  ("SEC")
regarding these matters.  The Company and management are cooperating  fully with
these investigations.

     On July 23, 2001,  the United States  Attorney for the District of Maryland
unsealed a criminal  indictment  against  Alcore's former CEO,  alleging that he
engaged in securities fraud and other offenses.  A criminal information was also
filed by the United States  Attorney  against  Alcore's  former chief  financial
officer, charging him with conspiracy to make false statements.  Simultaneously,
the SEC filed a civil complaint against the two individuals, alleging securities
fraud and other  offenses.  Both of these  individuals  were  terminated  by the
Company in March 2000.  Alcore was sold by the Company in June 2001. The Company
retained  Alcore's  liabilities,  including any liabilities  associated with the
Government's  investigations.  Neither  the  Company  nor  Alcore was named as a
defendant in the  proceedings  brought  against the two  individuals by the U.S.
Attorney and the SEC.

     In  June  2001,  the  Company  was  notified  by the SEC  staff  that it is
evaluating whether to recommend that the SEC bring an action against the Company
and  members  of its  management  for  violations  of the  antifraud  and  other
provisions of the federal  securities laws. In July 2001, the Company,  a former
Chairman and CEO of the Company and a current  director of the Company,  and the
current  CEO  and  a  director  of  the  Company,  each  made  so-called  "Wells
submissions" to the SEC stating why they believe that they should not be charged
with  violations  of the  federal  securities  laws.  The  outcome  of the SEC's
investigation  of the Company is  uncertain at this time.  Based on  information
currently available,  however, the Company believes that the SEC's investigation
will not have a material  adverse  impact on its  financial  position  or future
results of operations.

     The Company and certain of its Officers and Directors  have been named in a
number of lawsuits  filed during July 2000 in the United States  District  Court
for the Northern  District of Georgia.  During  January 2001,  the lawsuits were
consolidated and an amended complaint was filed. The lawsuit asserts  securities
fraud claims based on, among other things,  alleged  misstatements and omissions
concerning  the  Company's  1998  and  1999  financial  results  and  condition,
including various violations of generally accepted  accounting  principles.  The
lawsuit  purports to be brought on behalf of a class  consisting  of all persons
who purchased  the Company's  common stock in the period from April 1998 through
April 2000. The Company intends to defend itself vigorously.  It is not possible
to predict the impact that these  lawsuits  may have on the  Company,  nor is it
possible  to predict  whether  any other  suits or claims may arise out of these
matters in the future.  However,  it is possible  that the present or any future
lawsuits,  and any  investigations  or  proceedings  arising  out of the same or
related facts, depending on their outcomes, could have a material adverse impact
on the  Company's  financial  condition or results of  operations in one or more
future periods. The Company has not recorded any liability for these lawsuits as
of June 29, 2001.


                                       11
<PAGE>


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

     The following  discussion and analysis  should be read in conjunction  with
the Condensed  Consolidated  Financial  Statements  and Notes  thereto  included
elsewhere herein.

Discontinued Operations

     On June 30, 2000, the Company  adopted a formal plan to sell its Structural
Core Materials  segment,  which consisted of the operations of the Alcore,  Inc.
and Alcore  Brigantine S.A.  subsidiaries.  Operating  results of the Structural
Core Materials  segment are shown separately as a discontinued  operation in the
accompanying  Condensed  Consolidated  Financial  Statements.  See Note 2 of the
Condensed Consolidated Financial Statements of the Company.

Results of Operations

Quarter  and Six Months  Ended June 29, 2001  Compared  with the Quarter and Six
Months Ended June 30, 2000

     Revenues  for the  quarter  ended  June 29,  2001  increased  $7.4  million
compared to the quarter  ended June 30, 2000,  or 16.5%,  from $44.7  million in
2000 to $52.1  million in 2001.  Revenues for the six months ended June 29, 2001
increased  $8.3 million over the six months ended June 30, 2000,  or 9.7%,  from
$86.1  million in 2000 to $94.4  million in 2001.  The  increase in revenues was
primarily  attributable  to increased  sales on Aerospace and Defense  programs,
including the Joint Biological  Point Detection System (JBPDS),  the Lightweight
Camouflage Screen Systems (LCSS) and the Volcano launcher system.

     Gross profit as a percentage of revenues was 24.7% in the second quarter of
2001,  compared  to 24.2%  in the  second  quarter  of 2000.  The  gross  profit
percentage  for the first six  months  increased  from 23.1% in 2000 to 23.6% in
2001.  The  increase  was  primarily   attributable  to  improved  profitability
resulting from a more favorable mix of sales.

     General and administrative  expenses decreased $1.3 million,  or 17.8%, for
the quarter and $1.2 million, or 9.4%, for the first six months of 2001 compared
to 2000.  As a  percentage  of  revenues,  general and  administrative  expenses
decreased from 16.7% in 2000 to 11.8% in 2001 for the quarter, and from 15.1% in
2000 to 12.4% in 2001 for the six months.  The decrease is primarily  the result
of non-recurring charges of $1.3 million recorded in the second quarter of 2000,
including  costs  incurred  in  connection  with  the  termination  of a  merger
agreement  and  severance  costs.  The  reduction of general and  administrative
expenses as a percentage of revenues is  attributable  to a  combination  of the
reduced costs and the increased revenues in 2001 compared to 2000.

     Operating  income was $6.7  million,  or 12.8% of revenues,  for the second
quarter of 2001,  compared  to $3.3  million,  or 7.5% of sales,  for the second
quarter of 2000.  Operating income was $10.5 million, or 11.2% of revenues,  for
the first six months of 2001, compared to $6.9 million, or 8.0% of revenues, for
the first six months of 2000. The higher  operating  income for 2001 compared to
2000 results partially from the non-recurring  general and administrative  costs
of $1.3  million  incurred  in  2000 as  discussed  in the  previous  paragraph.
Excluding these non-recurring  charges,  operating income increased $2.1 million
for the  quarter and $2.4  million for the six months of 2001  compared to 2000,
primarily because of the combination of increased revenues and gross profits and
relatively flat general and administrative expenses.


                                       12
<PAGE>


     Interest expense in 2001 increased $22,000 for the quarter and $240,000 for
the six months,  primarily the result of a higher total average interest rate in
effect during 2001 compared to the same period of 2000.

     Other  expense  consists  of  certain  legal and other  costs  incurred  in
connection with the Company's governmental investigations relating to Alcore and
a class action shareholder lawsuit. Such expenses were initially incurred by the
Company during the fourth quarter of 2000.

     Income  taxes  increased  $1.1 million for the quarter and  increased  $1.0
million for the six months in 2001,  reflecting  the  relative  change in income
before taxes. The effective income tax rate for continuing  operations was 38.5%
for all periods reported.

     Total loss from discontinued operations was substantially unchanged for the
quarter and decreased  $1.6 million for the first six months of 2001 compared to
2000.  The second  quarter of 2000  included a  provision  of $0.7  million  for
estimated  future operating losses during the phase-out period of the Structural
Core  Materials  segment.  Operating  losses  incurred  by the  Structural  Core
Materials  segment during 2001 were charged to the Company's reserve for loss on
disposal of segment recorded as of December 31, 2000.  During the second quarter
of 2001,  an after  tax  charge  of $1.4  million  was  recorded  as a loss from
discontinued  operations to reflect the amount by which actual  operating losses
of Alcore exceeded previous estimates,  and revisions of the final selling price
of assets sold and the estimated  proceeds of the retained assets of Alcore that
are in the process of being liquidated.

Financial Condition and Liquidity

     Cash flow provided by operations  was $5.0 million for the first six months
of 2001 compared to $2.6 million for the same period in 2000.  Working  capital,
excluding  short-term  debt  balances,  increased  $2.3 million in the first six
months of 2001 to $54.4  million.  Changes  in  working  capital  during the six
months  ended  June 29,  2001  included:  (i) an  increase  of $5.7  million  in
inventories,  reflecting  generally  higher business  activity  levels,  (ii) an
increase of $4.5 million in accounts payable, reflecting an increase in payments
in advance from certain customers on long-term contracts and increased inventory
levels,  (iii)  an  increase  of $1.4  million  in cash  and  cash  equivalents,
primarily the result of collateral  payments made during 2001 in connection with
a letter of credit agreement  between the Company and a bank, (iv) a decrease of
$1.3 million in prepaid  income taxes  resulting  from the  application of prior
year prepaid tax balances to satisfy tax liabilities  generated by income earned
in 2001 and (v) an increase of $1.0 million in other working capital components.
Net cash provided by investing  activities totaled $2.5 million in the first six
months of 2001,  including  $3.6 million of cash  proceeds  from the disposal of
certain assets of the Company's discontinued  Structural Core Materials business
segment.  Other investing activities consisted of capital expenditures  totaling
$1.1 million.

     The Company's  primary loan agreement  includes a total credit  facility of
$43.0  million  consisting  of: (i) $27.0  million of revolving  credit  against
eligible receivable and inventory  balances,  (ii) a $14.0 million term loan and
(iii) a $2.0 million  capital  equipment  loan. As of June 29, 2001, the Company
had approximately  $7.5 million of unused borrowing  availability on this credit
facility,  net of $1.4 million of reserves  against the revolving loan borrowing
base for outstanding  stand-by letters of credit  commitments ($0.9 million) and
other items ($0.5 million). The revolving,  term and equipment loans are secured
by substantially  all of the Company's  assets.  The interest rates on the loans
are set quarterly based on the Company's  performance  against  debt-to-earnings
ratios  specified  in the  agreement.  Interest  rates can range from LIBOR (the
London  Interbank  Offered Rates) plus 2.75% to LIBOR plus 1.0% on the revolving
loan and from  LIBOR  plus  3.25% to LIBOR  plus 1.5% on the term and  equipment
loans. Alternatively,  the Company may elect interest rates based on the lending
institution's  prime rate with rates on the  revolving  loan  ranging from prime
plus 0.5% to prime plus 0.25% and rates on the term and


                                       13
<PAGE>


equipment  loans ranging from prime plus 0.75% to prime plus 0.50%.  Interest is
paid monthly in arrears on all loans.  The term loan is payable  quarterly based
on a seven-year amortization period. The equipment loan is payable monthly based
on a five-year  amortization period. In accordance with the financing agreement,
the Company used part of the proceeds  received from the sale of certain  assets
of its  discontinued  operations  on June 14, 2001 (see Note 2 to the  Condensed
Consolidated  Financial  Statements) to make a one-time  principal  repayment of
$1.3 million on the term loan. The credit facility matures on October 31, 2003.

     On October 10, 2000,  the Company  entered into an agreement  with a lender
for a three  year,  $7,000,000  loan  in the  form of a  junior  secured  credit
facility.  The loan bears interest  payable monthly in arrears at an annual rate
of 12.5%, and an additional 2.5% of payment-in-kind  interest that is payable at
maturity. The loan matures on October 31, 2003. In connection with the loan, ATP
also issued warrants  giving the lender the right to purchase  320,000 shares of
the Company's common stock at an exercise price of $4.42 per share. The warrants
are  exercisable  at any  time  prior to the  fifth  anniversary  of the  credit
facility closing.  Alternatively,  at any time after 18 months from the closing,
but prior to the expiration of the warrants, the lender may elect to require the
Company to  repurchase  each  warrant for an amount equal to 10% of ATP's EBITDA
(earnings before interest,  taxes,  depreciation  and  amortization)  divided by
320,000  (the "Put  Option").  The Put  Option is  subject  to a maximum  cap of
$1,750,000.  In the  event  of an  exercise  of the Put  Option  resulting  in a
repurchase price of $1,000,000 or greater,  the Company has the right to satisfy
up to 50% of the  obligation  by issuing a promissory  note to the lender,  with
principal payments amortized evenly over 18 months. In addition, the Company has
a call right in the event that the  holders  of the  warrants  initiate a demand
registration  or  elect to  exercise  their  piggyback  registration  rights  in
accordance with the agreement.  The loan is secured by substantially  all of the
Company's assets.

     During June 2001,  the Company  initiated  action to call its bonds payable
resulting  from a financing  agreement  with the State of Maryland dated May 14,
1997.  The bonds were called for full  redemption  on August 1, 2001 pursuant to
the optional  redemption  provisions of the financing  agreement.  In connection
with the redemption, the Company delivered an additional $1,450,000 of qualified
investment  collateral  to the  bank on June 15,  2001.  The  redemption  amount
includes all of the  outstanding  bonds  totaling $1.9 million in principal plus
accrued interest

     During June 2001, the Company paid off all of the  outstanding  balances of
its loans  dated  July 7,  1997  from the  Maryland  Industrial  and  Commercial
Redevelopment   Fund  and  Harford  County,   Maryland.   The  payments  totaled
approximately  $0.6  million and were made using part of the  proceeds  received
from the sale of certain assets of its discontinued operations on June 14, 2001.

     During July 2001,  the Company paid $1.0 million to complete the redemption
of  1,000,000  shares  of  8%  mandatorily   redeemable  preferred  stock.  This
transaction  will  be  recorded  in  the  third  quarter  financial  statements.
Following the redemption, the Company had no preferred stock outstanding.

     At June 29, 2001, the Company's  backlog of orders and long-term  contracts
was  approximately  $579  million,  compared to $559 million and $512 million at
December 31, 2000 and June 30, 2000,  respectively.  The backlog  includes  firm
released orders of approximately $186 million,  $156 million and $135 million at
June 29, 2001, December 31, 2000 and June 30, 2000,  respectively.  The increase
in backlog  reflects orders  received for biological and chemical  detection and
protection systems and components on several advanced composites  programs.  The
backlog at June 29, 2001 does not include a previously  announced contract award
of approximately  $22 million to produce  composite  airframe parts for the U.S.
Air Force F-22 Raptor fighter  aircraft.  Although the Company has been notified
of the award by the customer, the contract will be included in backlog only upon
formal receipt of the written  contract  document,  which is expected during the
third quarter of 2001.  The Company  anticipates  orders to be booked during the
third  quarter  of 2001 will  further  increase  its total  backlog to over $600
million.


                                       14
<PAGE>


     As discussed above, the Company has made capital expenditures totaling $1.1
million  during  the  first six  months of 2001,  which  have been  financed  by
increased  borrowings  under the revolving loan portion of the Company's  credit
facility. The Company invested approximately $8.7 million,  excluding Alcore, in
capital  equipment and facility  improvements  during the two-year period ending
December 31, 1999.  These  investments were made primarily in support of several
new long-term  aerospace and defense  contracts that are now in full production,
and  facility  and  equipment  upgrades  relating to NGV tank  production.  As a
result, management believes that future short-term capital spending requirements
will be limited to a normal  sustaining  maintenance level plus a relatively low
amount of  expenditures  that will be cost justified by anticipated  incremental
program  revenues.  However,  the Company will  consider  other  future  capital
expenditure  investments  beyond the maintenance level when such investments are
deemed to be strategic or critical to the Company's growth.

     As previously discussed, the Company received approximately $3.6 million of
cash proceeds from the disposal of certain assets of the discontinued Structural
Core  Materials  business  segment  on June 14,  2001.  Among  assets  that were
excluded from the Transaction was the Company's Belcamp,  Maryland manufacturing
facility.  The  Company  plans on  selling  the  Belcamp  facility  following  a
transition  period after closing the  Transaction and evacuation by the buyer of
the  Alcore  operations.  The  Company  presently  anticipates  disposal  of the
facility during the first half of 2002.

     Management  of ATP  believes  that cash  flows from  operations,  available
borrowings  under its current credit  facility and the  additional  subordinated
financing  obtained  during  October 2000 are adequate to sustain the  Company's
current  operating  level and  expected  growth for the next one to three years.
However,  should  circumstances  arise affecting cash flow or requiring  capital
expenditures beyond those anticipated by the Company,  there can be no assurance
that such funds will be available on commercially reasonable terms, if at all.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect the reported amounts of assets, liabilities,  income and
expenses,  and disclosure of contingent assets and contingent liabilities at the
date of the financial statements and during the reporting period. Actual results
could differ materially from those estimates.

     The Company  believes that  inflation has not had a material  effect on the
results of its operations in the periods covered by this report.

Recent Accounting Pronouncements

     In June 2001, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standard No. 142,  Goodwill and Other  Intangible  Assets
("SFAS No.  142"),  which is effective for the Company  beginning  January 2002.
SFAS No. 142 addresses how intangible  assets that are acquired  individually or
with a group of other assets (but not those acquired in a business  combination)
should be accounted for in financial statements upon their acquisition. SFAS No.
142 also addresses how goodwill and other intangible  assets should be accounted
for after they have been initially recognized in the financial  statements.  The
Company does not  anticipate  there will be a material  impact on the results of
operations or financial position upon adoption of this standard.


                                       15
<PAGE>


Forward Looking Statements - Cautionary Factors

     This Report on Form 10-Q  contains  forward-looking  statements  within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange Act of 1934.  Forward-looking  statements are those that do
not state historical fact and are inherently  subject to risk and uncertainties.
The  forward-looking  statements  contained herein include,  without limitation,
statements about the Company's expectations,  beliefs, intentions, or strategies
regarding  the future,  and are based on current  expectations  and  information
available to the Company.  Such forward-looking  statements entail various risks
and  uncertainties  which could cause actual results to differ  materially  from
those   projected   in  such   forward-looking   statements.   Such   risks  and
uncertainties,  which can cause actual results to differ  materially  from those
described  herein,  include  the risks  and  uncertainties  associated  with the
pending  governmental  investigations and litigation  involving the Company. For
additional  information  identifying  such  risks  and  uncertainties,  see  the
Company's  2000 Annual  Report on Form 10-K (Item 7, under the heading  "Factors
Affecting Future Operating Results").

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to changes in interest rates  primarily  relating to
its $43.0 million  credit  facility.  However,  the carrying value of borrowings
under the credit facility  generally  approximate fair value due to the variable
rate nature of such  borrowings.  The interest rates are set quarterly  based on
the  Company's  performance  against  debt-to-earnings  ratios  specified in the
agreement.  Interest rates can range from LIBOR plus 2.75% to LIBOR plus 1.0% on
the revolving  loan and from LIBOR plus 3.25% to LIBOR plus 1.5% on the term and
equipment  loans.  Alternatively,  the Company may elect interest rates based on
the lending  institution's prime rate with the revolving loan ranging from prime
plus 0.5% to prime  plus 0.25% and the term and  equipment  loans  ranging  from
prime plus 0.75% to prime plus 0.50%.  At June 29,  2001,  the Company had $35.5
million  outstanding  under the credit facility at a  weighted-average  interest
rate of 6.29%.

     In addition,  the Company has  $1,890,000 of bonds payable at June 29, 2001
for which it has  entered  an  interest  rate swap  agreement  with a  financial
institution  to fix the interest rate at 5.07% through the year 2012. In January
2001,  the  Company  adopted  SFAS 133,  which  required  the  Company to record
derivative financial  instruments at fair value. The adoption of SFAS 133 had no
material  impact upon adoption or on the results of  operations  for the quarter
and six months ended June 29, 2001.

     The Company has not entered into transactions  which subject it to material
foreign currency transaction gains and losses.


                                       16
<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

     On October 7, 1999, the New York Office of the Attorney General,  on behalf
of the New York State Department of Environmental Conservation ("NYSDEC"),  sent
a letter to the  Company,  claiming  that  Company's  Lunn  Industries  division
("Lunn")  is  a   potentially   responsible   party   ("PRP")  with  respect  to
contamination at the Babylon Landfill in Babylon,  New York. NYSDEC alleges that
Lunn sent waste to the Babylon  Landfill and that Lunn is jointly and  severally
liable  under  the  Comprehensive   Environmental  Response,   Compensation  and
Liability Act  ("CERCLA")  for NYSDEC's  response costs in addition to interest,
enforcement and future costs.  According to NYSDEC,  there are currently 13 PRPs
identified for the Babylon  Landfill.  NYSDEC  documents  indicate that Lunn did
transmit waste to the Babylon Landfill, although it is currently unclear to what
extent Lunn contributed to contamination of the landfill.  As a PRP, the Company
may be required to pay a portion of the costs of evaluation  and cleanup of this
site. Lawsuits and claims involving additional  environmental  matters may arise
from time to time. The New York Attorney General's investigation of the inactive
CERCLA site in Babylon,  New York is in a  preliminary  stage,  and as a result,
management has based its assessment of potential liability and remediation costs
on  currently  available  facts,  the number of PRPs  identified,  documentation
available,  currently anticipated and reasonably identifiable remediation costs,
existing  technology,  presently enacted laws and regulations and other factors.
While  the  Company  may have  rights of  contribution  or  reimbursement  under
insurance  policies,  such issues are not factors in management's  estimation of
liability.  The Company cannot presently  determine the extent of its liability,
if any, however, based on the foregoing factors,  management believes that it is
unlikely that the identified matter at the inactive Babylon,  New York site will
have a material adverse effect on the Company's consolidated financial position,
results of operations or cash flows.  The Company has not recorded any liability
for the contingency as of June 29, 2001.

     During  January  2000,  the  Company  learned of  possible  accounting  and
financial  reporting  irregularities  at its  subsidiary,  Alcore,  when certain
financial  records were seized in connection with a search warrant issued by the
United States  District  Court - District of Maryland as part of a  governmental
investigation.  Additionally,  in January  2000,  the Company was notified of an
investigation by the United States  Securities and Exchange  Commission  ("SEC")
regarding these matters.  The Company and management are cooperating  fully with
these investigations.

     On July 23, 2001,  the United States  Attorney for the District of Maryland
unsealed a criminal  indictment  against  Edward  Kiley,  Alcore's  former  CEO,
alleging  that he engaged in  securities  fraud and other  offenses.  A criminal
information  was also  filed  by the  United  States  Attorney  against  Richard
Orzechowski,   Alcore's  former  chief  financial  officer,  charging  him  with
conspiracy  to make  false  statements.  Simultaneously,  the SEC  filed a civil
complaint against Messrs.  Kiley and Orzechowski,  alleging securities fraud and
other  offenses.  Mr.  Kiley and Mr.  Orzechowski  both were  terminated  by the
Company in March 2000.  Alcore was sold by the Company in June 2001. The Company
retained  Alcore's  liabilities,  including any liabilities  associated with the
Government's  investigations.  Neither  the  Company  nor  Alcore was named as a
defendant in the proceedings  brought  against Mr. Kiley and Mr.  Orzechowski by
the U.S. Attorney and the SEC.

     In  June  2001,  the  Company  was  notified  by the SEC  staff  that it is
evaluating whether to recommend that the SEC bring an action against the Company
and  members  of its  management  for  violations  of the  antifraud  and  other
provisions  of the federal  securities  laws. In July 2001,  the Company,  James
Carter,  a former Chairman and CEO of the Company and a current  director of the
Company, and Garrett Dominy, the current CEO and a director of the Company, each
made so-called "Wells submissions" to the SEC stating why they believe that they
should not be charged with violations of the


                                       17
<PAGE>


federal  securities laws. The outcome of the SEC's  investigation of the Company
is uncertain at this time. Based on information  currently  available,  however,
the  Company  believes  that the SEC's  investigation  will not have a  material
adverse impact on its financial position or future results of operations.

     The Company and certain of its Officers and Directors  have been named in a
number of lawsuits  filed during July 2000 in the United States  District  Court
for the Northern  District of Georgia.  During  January 2001,  the lawsuits were
consolidated and an amended complaint was filed. The lawsuit asserts  securities
fraud claims based on, among other things,  alleged  misstatements and omissions
concerning  the  Company's  1998  and  1999  financial  results  and  condition,
including various violations of generally accepted  accounting  principles.  The
lawsuit  purports to be brought on behalf of a class  consisting  of all persons
who purchased  the Company's  common stock in the period from April 1998 through
April 2000. The Company intends to defend itself vigorously.  It is not possible
to predict the impact that these  lawsuits  may have on the  Company,  nor is it
possible  to predict  whether  any other  suits or claims may arise out of these
matters in the future.  However,  it is possible  that the present or any future
lawsuits,  and any  investigations  or  proceedings  arising  out of the same or
related facts, depending on their outcomes, could have a material adverse impact
on the  Company's  financial  condition or results of  operations in one or more
future periods. The Company has not recorded any liability for these lawsuits as
of June 29, 2001.

     ATP is not a party to any  other  legal  proceedings,  other  than  routine
claims and lawsuits arising in the ordinary course of its business. ATP does not
believe that such claims and lawsuits,  individually  or in the aggregate,  will
have a material adverse effect on the Company's consolidated financial position,
results of operations or cash flows.  Compliance with federal,  state, local and
foreign laws and  regulations  pertaining to the discharge of materials into the
environment, or otherwise relating to the protection of the environment, has not
had, and is not  anticipated  to have, a material  adverse  effect upon the cash
flows, earnings or competitive position of ATP.

Item 2. Changes in Securities and Use of Proceeds

     Not applicable.

Item 3. Defaults Upon Senior Securities

     Not applicable.

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

     On May 10, 2001, at the Annual Meeting of the Company's  shareholders,  the
Company's  shareholders elected Messrs. Robert C. Sigrist,  Lawrence E. Wesneski
and General John H. Tilelli, Jr. as Class I Directors,  and Alan W. Baldwin as a
Class II Director. A total of 4,230,894, or 98.6% of the shares of the Company's
common stock present in person or  represented  by proxy at the Annual  Meeting,
voted in favor of the election of Mr. Sigrist,  and 58,659 withheld;  4,230,102,
or 98.6% of the  shares  of the  Company's  common  stock  present  in person or
represented  by proxy at the Annual  Meeting,  voted in favor of the election of
Mr.  Wesneski,  and 59,451  withheld;  4,228,785,  or 98.6% of the shares of the
Company's  common stock present in person or  represented by proxy at the Annual
Meeting, voted in favor of the election of Mr. Tilelli, and 60,768 withheld; and
4,093,894,  or 95.4% of the  shares of the  Company's  common  stock  present in
person or  represented  by proxy at the  Annual  Meeting,  voted in favor of the
election of Mr. Baldwin, and 195,659 withheld.

     Messrs. Garrett L. Dominy's, Sam P. Douglass's and John M. Simon's terms of
office as Class II Directors continued after the Annual Meeting.  Messrs.  James
S. Carter's, Gary L. Forbes's and General Johnnie E. Wilson's terms of office as
Class III Directors continued after the Annual Meeting.


                                       18
<PAGE>


     At the  Annual  Meeting,  the  Company's  shareholders  also  ratified  the
appointment  of KPMG LLP as the Company's  independent  public  accountants  for
2001. A total of 4,287,918, or 99.9% of the shares of the Company's common stock
present in person or represented by proxy at the Annual Meeting,  voted in favor
of ratification, 978 voted against ratification and 657 abstained.

Item 5. Other Information

     Not applicable.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          Not applicable.

     (b)  Reports on Form 8-K.

          A current report on Form 8-K dated May 30, 2001 reporting under Item 2
          - Acquisition or Disposition of Assets was filed announcing on May 16,
          2001, that the Company had signed a definitive purchase agreement with
          M.C. Gill Corporation.

          A current report on Form 8-K dated June 29, 2001 reporting  under Item
          2 - Acquisition or Disposition of Assets was filed  announcing on June
          15, 2001, that the Company had finalized the sale of certain assets of
          its Alcore,  Inc.  subsidiary  and the common stock of Alcore,  Inc.'s
          wholly  owned  French  subsidiary,  Alcore  Brigantine  to  M.C.  Gill
          Corporation.


                                       19
<PAGE>


                                   SIGNATURES

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


                          ADVANCED TECHNICAL PRODUCTS, INC.
                          ---------------------------------
                                    (Registrant)


Dated:  July 30, 2001     By:  /S/ James P. Hobt
                              --------------------------------------------------
                          James P. Hobt, Chief Financial and Accounting Officer,
                          Treasurer and Secretary