UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A

(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 28, 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 November 8,
2001 was 5,839,238.


                                       1

<PAGE>

                        ADVANCED TECHNICAL PRODUCTS, INC.

                                      INDEX

PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements (unaudited).....................................4

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

          Discontinued Operations.............................................14
          Results of Operations...............................................15
          Financial Condition and Liquidity...................................17
          Recent Accounting Pronouncements....................................19
          Forward Looking Statements - Cautionary Factors.....................19

Item 3.   Quantitative and Qualitative Disclosures About Market Risk..........20

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings...................................................21

Item 2.   Changes in Securities and Use of Proceeds...........................22

Item 3.   Defaults Upon Senior Securities.....................................22

Item 4.   Submission of Matters to a Vote of Security Holders.................22

Item 5.   Other Information...................................................22

Item 6.   Exhibits and Reports on Form 8-K....................................22



<PAGE>


Explanatory Note:

     This  amendment  to  Advanced  Technical  Products,  Inc.'s  ("ATP"  or the
"Company")  quarterly  report on Form 10-Q for the three and nine-month  periods
ended September 28, 2001 includes changes from the original Form 10-Q to reflect
a correction in the accounting for shares of the Company's  common stock held in
a rabbi trust pursuant to the terms of the ATP Deferred  Compensation  Plan (the
"Plan"). Subsequent to filing the original Form 10-Q, it was determined that the
provisions of Issue No. 97-14, Accounting for Deferred Compensation Arrangements
Where Amounts Earned Are Held in a Rabbi Trust and Invested  ("EITF No. 97-14"),
as  published  by the  Emerging  Issues Task Force of the  Financial  Accounting
Standards Board,  were not properly applied in the Company's  interim  financial
statements in accounting for the Company's common stock held in the rabbi trust.
In accordance with EITF No. 97-14, the Company's  interim  financial  statements
for the  quarter  and nine month  period  ending  September  28,  2001 have been
adjusted to account  for the shares of Company  stock held in the rabbi trust as
treasury  stock,  versus  other  assets  carried at market  value as  previously
reported,  and accordingly general and administrative expense has been increased
to reflect the elimination of third quarter market value increases in the shares
of Company  stock held in the rabbi trust  previously  recorded to the condensed
consolidated statements of operations. The impact of the adjustment is to reduce
net income by $546,000 for the quarter and nine months ended September 28, 2001.
Unrealized  gains on shares of Company stock held in the rabbi trust for periods
prior to the third  quarter of 2001 were not  significant.  Management  believes
that the Company has no real economic exposure to the gains or losses associated
with changes in the deferred compensation obligation that may result from market
value  fluctuations  of shares of its common  stock held in the rabbi  trust for
participants  in the  Plan.  The  gains  and  losses  have no net  impact on the
Company's cash flows.  In addition,  the Company has amended the Plan to require
investments  in  Company  stock  to be  settled  with  Company  stock  so  that,
commencing  with the second quarter of 2002 no further income  statement  impact
will result from future changes in the price of the Company's shares held in the
rabbi  trust.  No attempt  has been made in this Form 10-Q/A to modify or update
other  disclosures  as presented in the original Form 10-Q except as required to
reflect the effects of the corrected accounting treatment for the Plan.



                                       3
<PAGE>


               ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 28, 2001 AND DECEMBER 31, 2000

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

<TABLE>
<CAPTION>
                                                                               September 28,           December 31,
                            ASSETS                                                 2001                   2000
                            ------                                           -----------------      -----------------
                                                                              (Amended - see
                                                                                 Note 2)
<S>                                                                            <C>                     <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                  $    668                $  1,666
    Accounts receivable (net of allowance for doubtful accounts of
     $373 and $455 at September 28, 2001 and December 31, 2000, respectively)    24,746                  25,811
    Inventories and costs relating to long-term contracts and programs in
        process, net of progress payments                                        50,539                  42,742
    Prepaid income taxes                                                             --                   1,251
    Deferred income taxes                                                         3,284                   3,284
    Other current assets                                                          1,977                   1,252
                                                                               --------                --------
                        Total current assets                                     81,214                  76,006
                                                                               --------                --------

NONCURRENT ASSETS:
   Property, plant and equipment                                                 22,142                  19,932
   Less-accumulated depreciation                                                (12,857)                (10,931)
                                                                               --------                --------
                        Net property, plant and equipment                         9,285                   9,001
                                                                               --------                --------
   Deferred income taxes                                                          3,160                   2,819
   Net assets of discontinued operations                                          2,734                   6,971
   Other noncurrent assets                                                        3,604                   3,205
                                                                               --------                --------
                        Total assets                                           $ 99,997                $ 98,002
                                                                               ========                ========

             LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable                                                           $ 15,858                $ 13,259
    Accrued expenses                                                             12,007                  10,529
    Short-term debt                                                              24,130                  27,497
    Current portion of capital lease obligations                                     37                      41
                                                                               --------                --------
                        Total current liabilities                                52,032                  51,326


LONG-TERM LIABILITIES:
    Long-term debt, net of current portion                                       17,217                  21,370
    Capital lease obligations, net of current portion                                 3                      30
    Other liabilities                                                             5,269                   4,253
                                                                               --------                --------
                        Total liabilities                                        74,521                  76,979

Mandatorily redeemable preferred stock, $1.00 par value,
 1,000,000 shares authorized, no shares issued and outstanding
 as of September 28, 2001, 1,000,000 shares issued and outstanding
                                                                                     --                   1,000
as of December 31, 2000

SHAREHOLDERS' EQUITY:
    Preferred stock, undesignated, 1,000,000 shares authorized,
     no shares issued andoutstanding                                                 --                      --
    Common stock, $.01 par value, 30,000,000 shares authorized,
     5,548,398 shares and 5,375,822 shares issued as of
     September 28, 2001 and December 31, 2000, respectively                          55                      54
    Additional paid-in capital                                                   17,902                  17,151
    Retained earnings                                                             8,557                   3,653
    Notes receivable from officers                                                  (40)                   (135)
    Accumulated other comprehensive loss                                           (391)                   (396)
                                                                               --------                --------
                                                                                 26,083                  20,327

    Less: Common stock purchased by deferred compensation trust
     (89,000 shares and 48,000 shares as of September 28, 2001
     and December 31, 2000, respectively)                                          (607)                   (304)
                                                                               --------                --------
                        Total shareholders' equity                               25,476                  20,023
                                                                               --------                --------
                        Total liabilities and shareholders' equity             $ 99,997                $ 98,002
                                                                               ========                ========
</TABLE>


     See accompanying Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>


               ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE QUARTERS AND NINE MONTHS ENDED
                    SEPTEMBER 28, 2001 AND SEPTEMBER 29, 2000

               (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                                                Nine
                                                                           Quarter                             Months
                                                                            Ended                              Ended
                                                                -------------------------------     -------------------------------
                                                                 Sept. 28,       Sept. 29,           Sept. 28,         Sept. 29,
                                                                    2001            2000                2001              2000
                                                                -------------   -------------       -------------     -------------
                                                                 (Amended -                          (Amended -
                                                                see Note 2)                         see Note 2)
<S>                                                                   <C>            <C>              <C>               <C>
Revenues                                                              $43,603        $ 42,089         $ 138,028         $ 128,157

Cost of revenues                                                       32,781          31,705           104,917            97,912

General and administrative expenses                                     6,976           5,988            18,719            18,954
                                                                      -------        --------         ---------         ---------
     Operating income
                                                                        3,846           4,396            14,392            11,291

Interest expense                                                          949             811             2,741             2,363

Other expense                                                             614              --             1,362                --
                                                                      -------        --------         ---------         ---------
     Income before income tax expense                                   2,283           3,585            10,289             8,928

Income tax expense                                                        880           1,376             3,962             3,433
                                                                      -------        --------         ---------         ---------
     Income from continuing operations                                  1,403           2,209             6,327             5,495

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

                                                                      -------        --------         ---------         ---------
Net income                                                            $ 1,403        $  2,209         $   4,948         $   2,469
                                                                      =======        ========         =========         =========

Net income per share:
     Basic:          Income from continuing operations                $  0.26        $   0.41         $    1.16         $    1.02

                     Loss from discontinued operations                     --              --             (0.25)            (0.57)
                                                                      -------        --------         ---------         ---------
                     Net income                                       $  0.26        $   0.41         $    0.91         $    0.45
                                                                      =======        ========         =========         =========

     Diluted:        Income from continuing operations                $  0.23        $   0.40         $    1.07         $    0.99

                     Loss from discontinued operations                     --              --             (0.24)            (0.55)
                                                                      -------        --------         ---------         ---------
                     Net income                                       $  0.23        $   0.40         $    0.83         $    0.44
                                                                      =======        ========         =========         =========

Weighted average number of common and common
equivalent shares outstanding:
     Basic                                                              5,423           5,345             5,399             5,327
                                                                      =======        ========         =========         =========
     Diluted                                                            5,991           5,462             5,877             5,475
                                                                      =======        ========         =========         =========
</TABLE>


     See accompanying Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>


               ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE NINE MONTHS ENDED SEPTEMBER 28, 2001 AND SEPTEMBER 29, 2000

                            (UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                 2001               2000
                                                                             -------------      -------------
                                                                              (Amended -
                                                                              see Note 2)
<S>                                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                  $ 4,948          $ 2,469
    Adjustments to reconcile net income to net cash provided by
        operating activities:
          Depreciation and amortization                                           2,102            2,219
          Expense resulting from appreciation of Company stock held
                in deferred compensation trust                                      887
          Other non-cash charges                                                    382               --
          Changes in operating assets and liabilities:
           Accounts receivable                                                    1,065           (5,592)
           Inventories                                                           (7,797)          (1,031)
           Accounts payable                                                       2,599            1,254
           Accrued expenses                                                       1,518            2,653
           Net assets of discontinued operations                                   (334)           1,700
           Other assets and liabilities                                             994            1,334
                                                                                -------          -------
                        Net cash provided by operating activities                 6,364            5,006
                                                                                -------          -------


CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                         (2,210)            (221)
    Proceeds from disposal of structural core materials segment                   3,587               --
    Net investing activities of discontinued operations                              31             (222)
                                                                                -------          -------
                       Net cash provided by (used in) investing activities        1,408             (443)
                                                                                -------          -------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayments of borrowings                                                     (7,902)          (3,158)
    Proceeds from exercise of stock options and warrants                            612                5
    Common stock issued under employee stock purchase plan                          140              147
    Proceeds from repayment of officer loans                                         95               --
    Cash dividends paid                                                             (84)              --
    Payments under capital lease obligations                                        (31)             (57)
    Redemption of preferred stock                                                (1,000)              --
    Purchase of common stock for deferred compensation trust                       (303)              --
    Net financing activities of discontinued operations                            (297)            (513)
                                                                                -------          -------
                       Net cash used in financing activities                     (8,770)          (3,576)
                                                                                -------          -------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                                                   (998)             987

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $   668          $ 1,534
                                                                                =======          =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

          Cash paid for interest                                                $ 3,076          $ 3,218
          Cash paid for income taxes                                            $   250          $    --


</TABLE>


     See accompanying Notes to Condensed Consolidated Financial Statements.


                                       6
<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  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 nine months ended September 28,
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.  AMENDMENT OF PREVIOUSLY REPORTED FINANCIAL STATEMENTS

     Subsequent  to filing the original Form 10-Q,  it was  determined  that the
provisions of Issue No. 97-14, Accounting for Deferred Compensation Arrangements
Where Amounts Earned Are Held in a Rabbi Trust and Invested  ("EITF No. 97-14"),
properly  as  published  by the  Emerging  Issues  Task  Force of the  Financial
Accounting  Standards Board,  were not properly applied in the Company's interim
financial  statements in accounting  for the Company's  common stock held in the
rabbi trust. In accordance with EITF No. 97-14, the Company's  interim financial
statements for the quarter and nine month period ending  September 28, 2001 have
been adjusted to account for the shares of Company stock held in the rabbi trust
as treasury  stock,  versus other assets  carried at market value as  previously
reported,  and accordingly general and administrative expense has been increased
to reflect the elimination of third quarter market value increases in the shares
of Company  stock held in the rabbi trust  previously  recorded to the condensed
consolidated  statements of  operations.  Unrealized  gains on shares of Company
stock held in the rabbi  trust for  periods  prior to the third  quarter of 2001
were not  significant.  The gains and losses have no net impact on the Company's
cash flows. In addition, the Company has amended the Plan to require investments
in company stock to be settled with Company stock so that,  commencing  with the
second  quarter of 2002 no further  income  statement  impact  will  result from
future changes in the price of the Company's shares held in the rabbi trust. The
December 31, 2000 consolidated  balance sheet reflects the  reclassification  of
the Company stock held in the rabbi trust from other noncurrent assets to common
stock purchased by deferred compensation trust in shareholders' equity.

     The effects of the adjustments to the Company's  operating  results for the
quarter and nine month periods ended September 28, 2001 are as follows:

     1)   An increase of general and administrative expenses of $887,000.

     2)   A reduction of income tax expense of $341,000 to reflect the effect of
          the above adjustment.

     3)   A  reduction  of  after-tax  income  from  continuing   operations  of
          $546,000.



                                       7
<PAGE>


     The net aggregate  effect of the adjustments on basic and diluted  earnings
per share was a reduction  of $0.09 for the  quarter  and the nine months  ended
September 28, 2001. The adjustments had no net impact on net cash flows.

     The significant  effects of the adjustments on the  accompanying  financial
statements  from the amounts  previously  reported are summarized as follows (in
thousands, except earnings per share):

<TABLE>
<CAPTION>
                                                      Quarter Ended                Nine Months Ended
                                                   September 28, 2001              September 28, 2001
                                               --------------------------      --------------------------
                                                Previously      As              Previously       As
                                                 Reported     Amended            Reported     Amended
                                               --------------------------      --------------------------

<S>                                               <C>          <C>                 <C>          <C>
     General and administrative expenses          $ 6,089      $6,976              $17,832      $18,719

     Income from continuing operations              1,949       1,403                6,873        6,327


     Net income                                     1,949       1,403                5,494        4,948

     Earnings per share:
                 Basic                               0.35        0.26                 1.00         0.91
                 Diluted                             0.32        0.23                 0.92         0.83

</TABLE>

3.  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 its 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 relocation 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 September 28, 2001
following  the  Transaction  consist  primarily  of  the  Belcamp  manufacturing
facility and a receivable  relating to Alcore  Brigantine  S.A. 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 zero and $5.8 million for the quarters
ending  September  28, 2001 and  September  29,  2000,  respectively,  and $10.7
million  and $16.9  million for the nine months  ending  September  28, 2001 and
September 29, 2000, respectively.  These amounts are not included in revenues in
the accompanying Condensed Consolidated Statements of Operations.


                                       8
<PAGE>


4.  INVENTORIES


     Inventories  at September  28, 2001 and December 31, 2000  consisted of the
following (in thousands):

<TABLE>
<CAPTION>
                                                                 Sept. 28,    Dec. 31,
                                                                   2001         2000
<S>                                                               <C>         <C>
Finished goods                                                    $  2,783    $  1,281
Work in process                                                     36,749      29,555
Raw materials                                                       18,956      13,560
Progress payments                                                   (7,949)     (1,654)
                                                                  --------    --------
         Total inventories                                        $ 50,539    $ 42,742
                                                                  ========    ========
</TABLE>


5.  DEBT


<TABLE>
<CAPTION>

         Debt is summarized as follows (in thousands):

                                                                 Sept. 28,    Dec. 31,
                                                                   2001         2000
<S>                                                               <C>         <C>
Short-term debt:
         Revolving loans                                          $20,518     $21,799
         Current portion of long-term debt                          3,612       5,698
                                                                  -------     -------
                                                                  $24,130     $27,497
                                                                  =======     =======
Long-term debt:
         Term loans                                               $13,256     $16,635
         Equipment loans                                            1,818       2,448
         Subordinated debt, net of  unamortized loan discount       5,755       5,373
         Bonds payable                                                 --       2,000
                 Other long-term debt                                  --         612
                                                                  -------     -------
             Total long-term debt                                  20,829      27,068
         Less current portion                                       3,612       5,698
                                                                  -------     -------
             Long-term debt, net of current portion               $17,217     $21,370
                                                                  =======     =======
</TABLE>

Revolving, Term and Equipment Loans

     On October 10, 2000,  the Company  entered into a new  financing  agreement
with its primary  lender.  At September 28, 2001, the Company's  credit facility
with this lending  institution  totaled $42.1 million  consisting  of: (i) $27.0
million of revolving credit against eligible  receivable and inventory balances,
(ii) a $13.3 million term loan and (iii) a $1.8 million capital  equipment loan.
As of September 28, 2001, the Company had  approximately  $5.6 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


                                       9
<PAGE>

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 0.5%.

     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,  $7.0  million  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 $1.75
million. In the event of an exercise of the Put Option resulting in a repurchase
price of $1.0 million 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  $7.0  million  proceeds  from the loan to the
subordinated  debt ($5.25  million) and stock warrants  ($1.75 million) 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 September  28, 2001 and
December 31, 2000.

     On October 31, 2001, the lender exercised all of the 320,000 stock warrants
issued in connection  with the loan. In lieu of paying the exercise price to the
Company in cash,  the lender elected to convert the warrants on a cashless basis
in accordance  with the  provisions of the agreement.  As a result,  the Company
issued  266,807 new shares of its common stock to the lender and ATP received no
cash  proceeds  from the  exercise.  This  transaction  will be reflected in the
Company's financial statements during the fourth quarter of 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. On August 1, 2001,  the Company fully redeemed
the bonds  pursuant  to the  optional  redemption  provisions  of the  financing
agreement.


                                       10
<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).


6.  MANDATORILY REDEEMABLE PREFERRED STOCK

     On July 20, 2001, all of the Company's  1,000,000  outstanding shares of 8%
cumulative and  mandatorily  redeemable  preferred  stock were redeemed for cash
equal to $1.00 per share plus accumulated and unpaid dividends.

7.  EARNINGS PER SHARE

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

<TABLE>
<CAPTION>
                                                                                                          Nine
                                                                   Quarter                                Months
                                                                    Ended                                 Ended
                                                      ----------------------------------      -------------------------------
                                                         Sept. 28,           Sept. 29,           Sept. 28,         Sept. 29,
                                                            2001                2000               2001              2000
                                                      ----------------     -------------      --------------     ------------
                                                         (Amended -                             (Amended -
                                                         see Note 2)                            see Note 2)
<S>                                                        <C>                 <C>                 <C>               <C>
Income from continuing operations                          $ 1,403             $ 2,209             $ 6,327           5$,495
Less:  preferred stock dividends accrued                        (4)                (20)                (44)             (60)
                                                           -------             -------             -------          -------
Income from continuing operations
available
     for common shares                                     $ 1,399             $ 2,189             $ 6,283          $ 5,435
                                                           =======             =======             =======          =======

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

Net income                                                 $ 1,403             $ 2,209             $ 4,948          $ 2,469
Less:  preferred stock dividends accrued                        (4)                (20)                (44)             (60)
                                                           -------             -------             -------          -------
Net income available for common

shares                                                     $ 1,399             $ 2,189             $ 4,904          $ 2,409
                                                           =======             =======             =======          =======

Weighted average number of common
shares
     outstanding:
              --Basic                                        5,423               5,345               5,399            5,327
               Add: assumed stock conversions, net of
               assumed treasury stock purchases:
                    --stock options                            371                 117                 330              135
                    --stock warrants                           197                  --                 148               13
                                                           -------             -------             -------          -------
              --Diluted                                      5,991               5,462               5,877            5,475
                                                           =======             =======             =======          =======
</TABLE>



                                       11
<PAGE>


8.  SEGMENT REPORTING

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

<TABLE>
<CAPTION>
                                                                                                 Nine
                                                         Quarter                                Months
                                                          Ended                                 Ended
                                               -----------------------------        -----------------------------
                                                Sept. 28,        Sept. 29,           Sept. 28,        Sept. 29,
                                                  2001             2000                2001             2000
                                               ------------     ------------        ------------     ------------
                                               (Amended -                           (Amended -
                                               see Note 2)                          see Note 2)
<S>                                              <C>              <C>                <C>               <C>
Revenues (all from external customers):
    Aerospace and Defense                        $ 37,206         $ 35,553           $ 118,784         $ 105,079
    Commercial Composites                           4,517            4,377              12,972            15,805
    Other operating segments                        1,880            2,159               6,272             7,273
                                                 --------         --------           ---------         ---------
            Total                                $ 43,603         $ 42,089           $ 138,028         $ 128,157
                                                 ========         ========           =========         =========

Operating income (loss):
    Aerospace and Defense                        $  4,570         $  4,351           $  13,806         $   9,901
    Commercial Composites                           1,074            1,165               3,841             4,966
    Other operating segments                         (156)            (164)               (304)              146
    Corporate                                      (1,642)            (956)             (2,951)           (3,722)
                                                 --------         --------           ---------         ---------
            Total                                $  3,846         $  4,396           $  14,392         $  11,291
                                                 ========         ========           =========         =========

</TABLE>

9.   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>
                                                                                           Nine
                                                   Quarter                                Months
                                                    Ended                                 Ended
                                         -----------------------------        -----------------------------
                                          Sept. 28,        Sept. 29,           Sept. 28,        Sept. 29,
                                            2001             2000                2001             2000
                                         ------------     ------------        ------------     ------------
                                         (Amended -                           (Amended -
                                         see Note 2)                          see Note 2)
<S>                                           <C>           <C>                    <C>           <C>
Net income                                    $1,403        $ 2,209                $4,948        $ 2,469

Other comprehensive income (loss):
       Foreign currency translation
adjustment                                        --            (93)                    5           (132)

                                              ------        -------                ------        -------
Comprehensive income                          $1,403        $ 2,116                $4,953        $ 2,337
                                              ======        =======                ======        =======

</TABLE>


10.   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


                                       12
<PAGE>

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.  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 September 28, 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.  The employment of these individuals was 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 based on failure to  discover  the
activities at Alcore referred to above. 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  federal  securities  laws  in
connection with the Alcore  investigation.  Additional  submissions were made in
September  and October of 2001.  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 September 28, 2001.


                                       13
<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 3 of the
Condensed Consolidated Financial Statements of the Company.



                                       14
<PAGE>

Results of Operations


     During 2001, the Company incurred certain non-operating charges relating to
legal costs primarily  associated with an investigation by the SEC, and non-cash
expenses  relating to  appreciation  in the market value of Company common stock
held in trust by the ATP Deferred Compensation Plan. The Company has amended the
plan so that,  commencing  with the second  quarter of 2002,  no further  income
statement  impact will result from future  changes in the price of the Company's
shares held in the trust. During 2000, the Company incurred  non-recurring costs
related  to an  aborted  sale  of  the  Company  and  executive  severance,  and
non-operating legal costs associated with the SEC investigation.  Following is a
reconciliation  of  operating  results  as  reported  using  Generally  Accepted
Accounting   Principles   ("GAAP")  to  Pro  Forma   reporting  to  exclude  the
aforementioned non-operating,  non-cash and non-recurring charges (in thousands,
except per share amounts):

<TABLE>
<CAPTION>
                                                                         Income
                                                                         Before     Income From    Diluted EPS:
                                                   Net      Operating    Income     Continuing      Continuing
                                                Revenues      Income   Tax Expense  Operations      Operations
                                                --------      ------   -----------  ----------      ----------
Third Quarter - 2001
<S>                                             <C>          <C>         <C>           <C>            <C>
  GAAP Reporting                                $ 43,603     $ 3,846     $ 2,283       $1,403         $0.23
  Pro Forma Adjustments:
      Legal costs of investigation                    --          --         614          378          0.06
      Non-cash expense relating to
           appreciation in value of Company
           common stock held in connection
           with deferred compensation plan            --         887         887          546          0.09
                                                --------     -------     -------       ------         -----

  Pro Forma Reporting                           $ 43,603     $ 4,733     $ 3,784       $2,327         $0.38
                                                ========     =======     =======       ======         =====

Third Quarter - 2000
  GAAP Reporting                                $ 42,089     $ 4,396     $ 3,585       $2,209         $0.40
  Pro Forma Adjustments:  NONE                        --          --          --           --            --
                                                --------     -------     -------       ------         -----
  Pro Forma Reporting                           $ 42,089     $ 4,396     $ 3,585       $2,209         $0.40
                                                ========     =======     =======       ======         =====
</TABLE>

<TABLE>
<CAPTION>
                                                                         Income
                                                                         Before     Income From    Diluted EPS:
                                                   Net      Operating    Income     Continuing      Continuing
                                                Revenues      Income   Tax Expense  Operations      Operations
                                                --------      ------   -----------  ----------      ----------
<S>                                             <C>          <C>         <C>           <C>            <C>
Nine Months Ended September 28, 2001
  GAAP Reporting                                $138,028     $14,392     $10,289       $6,327         $1.07
  Pro Forma Adjustments:
      Legal costs of investigation                    --          --       1,362          838          0.14
      Non-cash expense relating to
           appreciation in value of
           Company common stock held in
           connection with deferred
           compensation plan                          --         887         887          546          0.09
                                                --------     -------     -------       ------         -----
  Pro Forma Reporting                           $138,028     $15,279     $12,538        7,711          1.30
                                                ========     =======     =======       ======         =====

Nine Months Ended September 29, 2000
  GAAP Reporting                                $128,157     $11,291     $ 8,928       $5,495         $0.99
  Pro Forma Adjustments:
      Aborted sale of Company                         --         750         750          461          0.08
      Executive severance                             --         525         525          323          0.06
                                                --------     -------     -------       ------         -----
  Pro Forma Reporting                           $128,157     $12,566     $10,203       $6,279         $1.13
                                                ========     =======     =======       ======         =====
</TABLE>



                                       15
<PAGE>

Quarter and Nine Months Ended  September  28, 2001 Compared with the Quarter and
Nine Months Ended September 29, 2000

     Revenues for the quarter ended  September 28, 2001  increased  $1.5 million
compared to the quarter ended September 29, 2000, or 3.6%, from $42.1 million in
2000 to $43.6 million in 2001.  Revenues for the nine months ended September 28,
2001  increased  $9.9 million over the nine months ended  September 29, 2000, or
7.7%,  from $128.1  million in 2000 to $138.0  million in 2001.  The increase in
revenues  for the quarter  was  primarily  attributable  to  increased  sales on
Aerospace and Defense programs,  including  increased  deliveries of Lightweight
Camouflage Screen Systems (LCSS),  Shelter units and resin transfer molded (RTM)
products.  The  increase  for the  nine  month  period  results  primarily  from
increased sales on the Joint Biological Point Detection System (JBPDS), the LCSS
and the Volcano launcher system programs.

     Gross profit as a percentage  of revenues was 24.8% in the third quarter of
2001,  compared  to  24.7%  in the  third  quarter  of 2000.  The  gross  profit
percentage  for the first nine months  increased  from 23.6% in 2000 to 24.0% in
2001.  The  increase  was  primarily   attributable  to  improved  profitability
resulting from a more favorable mix of sales.


     General and administrative  expenses increased $1.0 million,  or 16.5%, for
the quarter and decreased  $0.2 million,  or 1.2%,  for the first nine months of
2001 compared to 2000. As a percentage of revenues,  general and  administrative
expenses  increased  from  14.2% in 2000 to 16.0% in 2001 for the  quarter,  and
decreased from 14.8% in 2000 to 13.6% in 2001 for the nine months.  The increase
for the quarter is primarily the result of non-cash charges of $887,000 relating
to  increases  in  deferred   compensation   obligations   resulting   from  the
appreciation  during the third  quarter  of 2001 in the market  value of Company
common  stock  held  in  trust  pursuant  to  the  terms  of  the  ATP  Deferred
Compensation  Plan.  Although  management  believes that the Company has no real
economic  exposure  to these  gains or losses  associated  with  changes  in the
deferred  compensation  obligation  resulting from market value  fluctuations of
shares of its common stock held in the rabbi trust for participants in the Plan,
in accordance with EITF No. 97-14 the Company's interim financial statements for
the quarter and nine month period  ending  September 28, 2001 have been adjusted
to account  for the shares of Company  stock held in the rabbi trust as treasury
stock, and accordingly general and administrative  expense has been increased by
$887,000 to reflect the  elimination of third quarter market value  increases in
the shares of Company stock held in the rabbi trust. The Company has amended the
plan to require investments in Company stock to be settled with Company Stock so
that,  commencing  with the second quarter of 2002, no further income  statement
impact will result from future changes in the price of the Company's shares held
in the rabbi trust. The decrease for the nine months is primarily the result of:
(i)  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,  combined with (ii) the expense increase relating
to the  appreciation  in the  market  value  of  Company  common  stock  held in
connection with the deferred compensation plan as mentioned above.

     Operating  income  was $3.8  million,  or 8.8% of  revenues,  for the third
quarter of 2001,  compared  to $4.4  million,  or 10.4% of sales,  for the third
quarter of 2000.  Operating income was $14.4 million, or 10.4% of revenues,  for
the first nine months of 2001,  compared to $11.3 million,  or 8.8% of revenues,
for the first nine  months of 2000.  The higher  operating  income for the first
nine months of 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,  and the
non-cash  charges of $887,000  incurred in 2001 relating to the  appreciation in
the market value of Company  common stock held in  connection  with the deferred
compensation  plan as discussed above, pro forma operating income increased $0.3
million for the quarter and $2.7 million for the nine months of 2001 compared to
2000,  primarily  because of the  combination  of  increased  revenues and gross
profits and relatively flat general and administrative expenses.



                                       16
<PAGE>

     Interest  expense in 2001  increased  $138,000 for the quarter and $378,000
for the nine months,  reflecting the  combination of a relatively high effective
interest  rate on the portion of ATP's debt  relating to the  subordinated  loan
obtained in the fourth quarter of 2000 and a reduction in the amount of interest
expense allocated to discontinued  operations in 2001 compared to 2000 following
the disposal of the Alcore operations in June 2001.

     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 decreased  $496,000 for the quarter and increased $529,000 for
the nine 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  decreased  $1.6  million for the
first nine months of 2001 compared to 2000. There was no loss from  discontinued
operations  recorded for the third quarter of 2001 and 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 $6.4 million for the first nine months
of 2001 compared to $5.0 million for the same period in 2000.  Working  capital,
excluding  short-term  debt  balances,  increased $1.1 million in the first nine
months of 2001 to $53.3  million.  Changes  in working  capital  during the nine
months ended  September  28, 2001  included:  (i) an increase of $7.8 million in
inventories,  reflecting  generally  higher business  activity  levels,  (ii) an
increase of $4.1 million in accounts payable and accrued expenses, reflecting an
increase in payments in advance  from certain  customers on long-term  contracts
and  increased  inventory  levels,  (iii) a decrease of $1.0 million in cash and
cash  equivalents,  primarily  the result of cash used to redeem  the  Company's
bonds  payable on August 1, 2001,  (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) a decrease
of $0.3  million in other  working  capital  components.  Net cash  provided  by
investing  activities  totaled  $1.4  million in the first nine  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 $2.2 million.


     The Company's  primary loan agreement  includes a total credit  facility of
$42.1  million  consisting  of: (i) $27.0  million of revolving  credit  against
eligible receivable and inventory  balances,  (ii) a $13.3 million term loan and
(iii) a $1.8 million  capital  equipment  loan.  As of September  28, 2001,  the
Company had approximately $5.6 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


                                       17
<PAGE>


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 0.5%.  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 3 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,  $7.0  million  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.  The loan is  secured  by
substantially all of the Company's assets. 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.  On October 31,
2001, the lender  exercised all of the stock warrants  issued in connection with
the loan.  In lieu of paying the  exercise  price to the  Company  in cash,  the
lender  elected to convert the warrants on a cashless  basis in accordance  with
the  provisions of the  agreement.  As a result,  the Company issued 266,807 new
shares of its common stock to the lender and ATP received no cash  proceeds from
the exercise.  This  transaction  will be reflected in the  Company's  financial
statements during the fourth quarter of 2001.

     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 fully  redeemed  by cash  payment  of  approximately  $1.9
million on August 1, 2001 pursuant to the optional redemption  provisions of the
financing agreement.

     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. Following the
redemption, the Company had no preferred stock outstanding.

     At  September  28,  2001,  the  Company's  backlog of orders and  long-term
contracts  was  approximately  $735  million,  compared to $559 million and $503
million at December 31, 2000 and September 29, 2000,  respectively.  The backlog
includes firm released orders of  approximately  $215 million,  $156 million and
$118 million at September  28, 2001,  December 31, 2000 and  September 29, 2000,
respectively.  The increase in backlog  reflects  increased  orders received for
biological and chemical detection and protection systems,  military shelters and
components on several advanced composites programs.

     As discussed above, the Company has made capital expenditures totaling $2.2
million  during  the first nine  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


                                       18
<PAGE>

limited to a normal sustaining  maintenance level plus 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 relocation 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  that there will be a material impact on the results
of operations or financial position upon adoption of this standard.

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


                                       19
<PAGE>

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").

     If there are any subsequent written or oral forward-looking statements made
by the Company or any person  acting on its behalf,  they are qualified in their
entirety by the cautionary  statements  and factors  contained or referred to in
this section.  The Company does not undertake any obligation to release publicly
any  revisions  to  any   forward-looking   statements  to  reflect   events  or
circumstances  after  the  date of  this  document  or the  date  on  which  any
subsequent  forward-looking  statement is made or to reflect the  occurrence  of
unanticipated events.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to changes in interest rates  primarily  relating to
its $42.1 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 0.5%.  At  September  28,  2001,  the Company had
$35.6  million  outstanding  under the  credit  facility  at a  weighted-average
interest rate of 5.2%.

     In addition,  the Company fully  redeemed $1.89 million of bonds payable on
August 1, 2001 for which it had entered an interest rate swap  agreement  with a
financial  institution  to fix the interest rate at 5.07% through the year 2012.
The  interest  rate  swap  agreement  was  settled  on the  date of  redemption,
including the elimination of all future  obligations of the Company.  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 nine months ended September 28, 2001.

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


                                       20
<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 September 28, 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.  The employment of these individuals was 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 based on failure to  discover  the
activities at Alcore referred to above. 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  federal  securities  laws  in
connection with the Alcore  investigation.  Additional  submissions were made in
September  and October of 2001.  The


                                       21
<PAGE>

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 September 28, 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

     Not applicable.

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.

          Not applicable.


                                       22
<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:  April 1, 2002            By:  /S/ James P. Hobt
                                     ---------------------------------
                                     James P. Hobt, Chief Financial and
                                     Accounting Officer, Treasurer and Secretary