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 Quarter Ended June 30, 2001
                                       or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 For the transition period from ______________ to ______________

Commission File Number 0-9273



                                   MOCON, INC.
             (Exact name of registrant as specified in its charter)

                     MINNESOTA                            41-0903312
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)

              7500 Boone Avenue North, Minneapolis, Minnesota 55428
               (Address of principal executive offices)    (Zip code)

                                 (763) 493-6370
              (Registrant's telephone number, including area code)




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15 (d) of the SECURITIES EXCHANGE ACT OF 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES _X_  NO ___



5,458,977 Common Shares were outstanding as of June 30, 2001

<PAGE>


                                   MOCON, INC.

                               INDEX TO FORM 10-Q
                       For the Quarter Ended June 30, 2001



                                                                           Page
                                                                          Number
                                                                          ------

PART I. FINANCIAL INFORMATION


  Item 1. Financial Statements
    Condensed Consolidated Balance Sheets (Unaudited)
      June 30, 2001 and December 31, 2000                                   1


    Condensed Consolidated Statements of Income (Unaudited)
      Three months and six months ended June 30, 2001 and 2000              2


    Condensed Consolidated Statements of Cash Flows (Unaudited)
      Six months ended June 30, 2001 and 2000                               3


    Notes to Condensed Consolidated Financial Statements (Unaudited)       4-6


  Item 2. Management's Discussion and Analysis of Results of
          Operations and Financial Condition                               7-9

  Item 3. Quantitative and Qualitative Disclosures About Market Risk       10


PART II.  OTHER INFORMATION

  Item 4. Submission of Matters to a Vote of Security Holders              11

  Item 6. Exhibits and Reports on Form 8-K                                 11

<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                                   MOCON, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      June 30,      December 31,
                                                        2001            2000
                                                    ------------    ------------
<S>                                                 <C>             <C>
ASSETS
  Current assets:
    Cash and temporary cash investments             $  1,277,246    $    641,942
    Marketable securities, current                     3,372,643       4,755,640
    Accounts receivable, net                           3,089,414       2,848,049
    Other receivables                                     73,313         118,807
    Inventories                                        2,017,637       2,127,059
    Prepaid expenses                                     169,129         243,291
    Deferred income taxes                                343,000         343,000
                                                    ------------    ------------
        Total current assets                          10,342,382      11,077,788
                                                    ------------    ------------

  Marketable securities, noncurrent                    2,840,022       4,111,690
                                                    ------------    ------------

  Net property and equipment                           1,447,736       1,198,954
                                                    ------------    ------------

  Other assets:
    Goodwill, net                                        784,375         841,516
    Technology rights and other intangibles, net       1,012,848       1,055,543
    Other                                                135,143         132,087
                                                    ------------    ------------
        Total other assets                             1,932,366       2,029,146
                                                    ------------    ------------

          TOTAL ASSETS                              $ 16,562,506    $ 18,417,578
                                                    ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Accounts payable                                $    555,912    $    859,103
    Accrued compensation and vacation                    530,887         603,929
    Other accrued expenses                               969,547       1,152,258
                                                    ------------    ------------
        Total current liabilities                      2,056,346       2,615,290
                                                    ------------    ------------

  Deferred income taxes                                  176,200         187,000
                                                    ------------    ------------

          TOTAL LIABILITIES                            2,232,546       2,802,290
                                                    ------------    ------------

  Stockholders' equity:
    Common stock - $.10 par value                        545,898         580,943
    Capital in excess of par value                           545              --
    Retained earnings                                 13,763,285      15,034,345
    Net unrealized gain on marketable securities          20,232              --
                                                    ------------    ------------
        Total stockholders' equity                    14,329,960      15,615,288
                                                    ------------    ------------

          TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                     $ 16,562,506    $ 18,417,578
                                                    ============    ============
</TABLE>


Note:    The condensed consolidated balance sheet at December 31, 2000 has been
         summarized from the Company's audited consolidated balance sheet at
         that date.

See accompanying notes to condensed consolidated financial statements.


                                      -1-
<PAGE>


                                   MOCON, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     Three Months Ended                    Six Months Ended
                                                          June 30,                             June 30,
                                              --------------------------------    --------------------------------
                                                                     2000                                2000
                                                               As reclassified                     As reclassified
                                                   2001          - See Note 4          2001          - See Note 4
                                              --------------    --------------    --------------    --------------
<S>                                           <C>               <C>               <C>               <C>
Sales
  Products                                    $    3,919,538    $    3,616,508    $    7,823,380    $    7,192,433
  Consulting services                                660,166           636,205         1,240,581         1,310,174
                                              --------------    --------------    --------------    --------------
     Total sales                                   4,579,704         4,252,713         9,063,961         8,502,607
                                              --------------    --------------    --------------    --------------

Cost of Sales
  Products                                         1,419,193         1,199,214         2,752,739         2,471,927
  Consulting services                                287,632           334,733           658,164           647,273
                                              --------------    --------------    --------------    --------------
     Total cost of sales                           1,706,825         1,533,947         3,410,903         3,119,200
                                              --------------    --------------    --------------    --------------

Gross profit                                       2,872,879         2,718,766         5,653,058         5,383,407
                                              --------------    --------------    --------------    --------------

Selling, general & administrative expenses         1,415,354         1,372,648         2,835,983         2,691,050

Research & development expenses                      273,831           261,731           524,192           549,771
                                              --------------    --------------    --------------    --------------

                                                   1,689,185         1,634,379         3,360,175         3,240,821
                                              --------------    --------------    --------------    --------------

Operating income                                   1,183,694         1,084,387         2,292,883         2,142,586

Investment income                                    106,302           107,008           238,352           216,759
                                              --------------    --------------    --------------    --------------

Income before income taxes                         1,289,996         1,191,395         2,531,235         2,359,345

Income taxes                                         413,000           381,000           810,000           755,000
                                              --------------    --------------    --------------    --------------

Net income                                    $      876,996    $      810,395    $    1,721,235    $    1,604,345
                                              ==============    ==============    ==============    ==============



Net income per common share:
     Basic                                    $         0.16    $         0.13    $         0.31    $         0.26
                                              ==============    ==============    ==============    ==============
     Diluted                                  $         0.16    $         0.13    $         0.31    $         0.26
                                              ==============    ==============    ==============    ==============


Weighted average shares outstanding:
     Basic                                         5,458,977         6,044,056         5,588,108         6,058,640
                                              ==============    ==============    ==============    ==============
     Diluted                                       5,508,588         6,049,929         5,636,377         6,070,441
                                              ==============    ==============    ==============    ==============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                      -2-
<PAGE>


                                   MOCON, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         Six Months
                                                                       Ended June 30,
                                                               -----------------------------
                                                                   2001             2000
                                                               ------------     ------------
<S>                                                            <C>              <C>
Cash flows from operating activities:
   Net income                                                  $  1,721,235     $  1,604,345
   Total adjustments to reconcile
      net income to net cash provided
      by operating activities                                      (196,610)         246,281
                                                               ------------     ------------

   Net cash provided by operating activities                      1,524,625        1,850,626
                                                               ------------     ------------


Cash flows from investing activities:
   Purchases of marketable securities                            (1,054,906)      (2,637,742)
   Proceeds from sales of marketable securities                   3,729,803        1,887,157
   Purchases of property and equipment                             (501,930)        (411,541)
   Other                                                            (14,115)        (193,727)
                                                               ------------     ------------

   Net cash provided by (used in) investing activities            2,158,852       (1,355,853)
                                                               ------------     ------------


Cash flows from financing activities:
   Purchases and retirement of common stock                      (2,378,473)        (415,624)
   Dividends paid                                                  (676,099)        (637,190)
   Other                                                              6,399           30,319
                                                               ------------     ------------

   Net cash used in financing activities                         (3,048,173)      (1,022,495)
                                                               ------------     ------------


Net increase (decrease) in cash and
   temporary cash investments                                       635,304         (527,722)
                                                               ------------     ------------


Cash and temporary cash investments:
   Beginning of period                                              641,942        1,275,838
                                                               ------------     ------------

   End of period                                               $  1,277,246     $    748,116
                                                               ============     ============

Supplemental schedule of noncash investing activities:
   Unrealized holding gain on available-for-sale securities    $     20,232               --
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                      -3-
<PAGE>


                                   MOCON, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 - Condensed Consolidated Financial Statements

The condensed consolidated balance sheet as of June 30, 2001, the condensed
consolidated statements of income for the three and six month periods ended June
30, 2001 and 2000, and the condensed consolidated statements of cash flows for
the six month periods ended June 30, 2001 and 2000 have been prepared by the
Company, without audit. However, all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management, necessary to
present fairly the financial position, results of operations and cash flows at
June 30, 2001, and for all periods presented, have been made. The results of
operations for the period ended June 30, 2001 are not necessarily indicative of
operating results for the full year.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed consolidated financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
December 31, 2000 annual report to shareholders.

Note 2 - Inventories

Inventories consist of the following:

                                          June 30,      December 31,
                                            2001            2000
                                        ------------    ------------
         Finished Products              $    201,284    $    138,505
         Work in Process                     712,962         710,351
         Raw Materials                     1,103,391       1,278,203
                                        ------------    ------------
                                        $  2,017,637    $  2,127,059
                                        ============    ============

Note 3 - Net Income Per Common Share

Basic net income per common share is computed by dividing net income by the
weighted average of common shares outstanding during the period. Diluted net
income per share is computed by dividing net income by the weighted average of
common and dilutive potential common shares outstanding during the period.


                                       -4-
<PAGE>


The following table presents a reconciliation of the denominators used in the
computation of net income per common share-basic and net income per common
share-diluted for the three and six month periods ended June 30, 2001, and 2000:

<TABLE>
<CAPTION>
                                                Three Months Ended        Six Months Ended
                                                     June 30,                 June 30,
                                           -------------------------- -----------------------
                                                2001         2000        2001         2000
---------------------------------------------------------------------------------------------
<S>                                          <C>          <C>          <C>          <C>
Weighted shares of common stock
   outstanding - basic                       5,458,977    6,044,056    5,588,108    6,058,640

Weighted shares of common stock
   assumed upon exercise of stock
   options                                      49,611        5,873       48,269       11,801
---------------------------------------------------------------------------------------------
Weighted shares of common stock
   outstanding - diluted                     5,508,588    6,049,929    5,636,377    6,070,441
=============================================================================================
</TABLE>


Note 4 - Revenue Recognition

During the quarter ended December 31, 2000, the Company began classifying
distributor commission expenses as a reduction in revenue rather than operating
expense. This reclassification has been reflected in the Company's historical
financial statements, and has no effect on the Company's net earnings. The
Company has reclassified distributor commission expenses of $296,894 as a
reduction in revenues for the quarter ended June 30, 2000.


Note 5 - Marketable Securities

During the quarter ended March 31, 2001, the Company sold $862,864 of
held-to-maturity securities prior to their maturity. As further described in
Note 6, the held-to-maturity securities were sold to reacquire shares from the
Company's former CEO. As a result of the sale of these securities before their
maturity, the Company is required to reclassify all securities as available-
for-sale. Available-for-sale securities are recorded at fair value and at June
30, 2001, resulted in a net unrealized gain of $20,232 within stockholders'
equity.


Note 6 - Stock Repurchase

In February of 2001, the Company's Board of Directors authorized the repurchase
of up to $2.5 million of the Company's common stock. Pursuant to this
authorization, the Company has acquired $2,053,469 of common stock of which
$2,000,027 was acquired from the Company's former CEO.


                                       -5-
<PAGE>


Note 7 - Comprehensive Income


                                                  Three Months Ended
                                                        June 30,
                                              --------------------------
                                                   2001          2000
            ------------------------------------------------------------

            Net income                          $  876,996    $  810,395

            Net unrealized gain on
            marketable securities                   20,232            --
            ------------------------------------------------------------
               Comprehensive income             $  897,228    $  810,395
            ============================================================


                                       -6-
<PAGE>


                                   MOCON, INC.


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

This Form 10-Q includes certain statements that are deemed to be
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements, other than statements of historical facts, included
in this Form 10-Q that address activities, events, or developments that the
Company expects, believes, or anticipates will or may occur in the future, are
forward-looking statements. The forward-looking statements in this filing are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that any such statements are not
guarantees of future performance and that actual results or developments may
differ materially from those projected in the forward-looking statement because
these statements are subject to a number of risks and uncertainties including
the risk factors described in the Company's annual report on Form 10-K for the
year ended December 31, 2000, including, but not limited to, the risks entitled
"Growth Potential," "Technological Change, Obsolescence, and the Development and
Acceptance of New Products" and "Dependence on Capital Spending Policies and
Government Funding." Persons reading this Form 10-Q should carefully review the
discussion of all of the risk factors described in such Form 10-K and in the
Company's other filings made from time to time with the Securities and Exchange
Commission.

Results of Operations

Sales for the quarter ended June 30, 2001, were $4,579,704, up 8 percent from
second quarter 2000 sales of $4,252,713. The increase in second quarter sales is
primarily the result of increases in the sales volume of the Company's
permeation and weighing products, and general price increases, offset somewhat
by decreases in the sales volume of the Company's sample preparation products.

Sales for the six month period ended June 30, 2001, were $9,063,961, a 7 percent
increase from the sales for the first six months of 2000 of $8,502,607. The 7
percent increase is primarily due to increases in the sales volume of the
Company's weighing, permeation, headspace analyzer, and GC analyzer products,
and general price increases, offset somewhat by a decrease in the sales volume
of the Company's sample preparation products.

The Company derives its revenue from product sales and consulting services,
consisting of standard laboratory testing services and consulting and analytical
services performed for various customers. In the second quarter of 2001, product
sales were $3,919,538 and consulting services were $660,166, or 86 and 14
percent, respectively, of the Company's total second quarter 2001 sales. This
compares to product sales of $3,616,508 and consulting services of $636,205, 85
and 15 percent of total sales, in the second quarter of 2000.

For the six months ended June 30, 2001, product sales were $7,823,380 and
consulting services were $1,240,581, 86 and 14 percent, respectively, of the
Company's 2001 year-to-date sales compared to product sales of $7,192,433 and
consulting services of $1,310,174, 85 and 15 percent of total sales for the
first six months of 2000.

Gross profit was 63 percent of sales for the quarter and 62 percent of sales for
the six month period ended June 30, 2001, compared to 64 percent of sales for
the quarter and 63 percent of sales for the six months ended June 30, 2000. The
gross profit margin was 63 percent in each of the fiscal years ended December
31, 2000, 1999, and 1998, and the Company currently expects the gross profit
margin for the year ending December 31, 2001 to be in a range from 60 to 65
percent of sales.

                                       -7-
<PAGE>


Selling, general and administrative (SG&A) expenses were 31 percent of sales for
both the three and six month periods ended June 30, 2001. This compares to 32
percent of sales for the three and six month periods ended June 30, 2000. The
decrease in 2001 SG&A expenses as a percentage of sales compared to 2000 is
primarily due to legal fees incurred in the prior year to protect confidential
information of the Company. This matter was settled in the second quarter of
2000.

Research and development (R&D) expenses as a percentage of sales were 6 percent
for the quarters and six month periods ended June 30, 2001, and June 30, 2000.
Continued R&D expenditures are necessary as the Company develops new products
and technologies to expand in its niche markets. For the foreseeable future, the
Company expects to spend on an annual basis approximately 5 to 8 percent of
sales on R&D.

Investment income remained consistent in the second quarter of 2001 as compared
to the second quarter of 2000. For the six months ended June 30, 2001,
investment income increased approximately $22,000 over the same period in 2000.
The increase is the result of higher average yields, offset somewhat by lower
average investment balances in 2001.

The Company's provision for income taxes was 32 percent of income before income
taxes for the quarters and six month periods ending June 30, 2001 and 2000. The
Company reviews the tax rate quarterly and may make adjustments to reflect
changing estimates. Based on current operating conditions and income tax laws,
the Company expects the effective tax rate for all of 2001 to be in a range of
32 to 35 percent.

Net income increased 8 percent to $876,996 for the second quarter of 2001,
compared to $810,395 for the second quarter of 2000. Basic and diluted net
income per share was 16 cents for the second quarter of 2001, compared to 13
cents for the same period in 2000. For the six months ended June 30, 2001, net
income increased 7 percent to $1,721,235 compared to $1,604,345 for the six
months ended June 30, 2000. Basic and diluted net income per share was 31 and 26
cents for the six month periods ended June 30, 2001, and 2000, respectively.


Liquidity and Capital Resources

The Company continues to maintain a strong financial position. Total cash,
temporary cash investments and marketable securities decreased approximately
$2,000,000 during the six months ended June 30, 2001. The Company used cash
resources to pay dividends of approximately $676,000, and to repurchase shares
of the Company's common stock during the period totaling approximately
$2,378,000. Depending on market conditions, the Company may continue to
repurchase shares of its common stock on the open market at prices not exceeding
the market price.

The Company has no long-term debt or material commitments for capital
expenditures as of June 30, 2001. The Company's plant and equipment do not
require major expenditures to accommodate a significant increase in operating
demands. The Company anticipates that a combination of its existing cash,
temporary cash investments and marketable securities, plus an expected
continuation of cash flow from operations, will continue to be adequate to fund
operations, capital equipment expenditures and dividend payments in the
foreseeable future.


                                       -8-
<PAGE>


New Accounting Pronouncements

In July 2001, the FASB issued Statement No. 141, BUSINESS COMBINATIONS, and
Statement No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS. Statement 141 requires
that the purchase method of accounting be used for all business combinations
completed after June 30, 2001. Statement 142 will require that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance with the
provisions of Statement 142. Statement 142 will also require that intangible
assets with definite useful lives be amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for impairment in
accordance with SFAS No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS
AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF.

The Company is required to adopt the provisions of Statement 141 immediately,
and Statement 142 effective January 1, 2002. Furthermore, any goodwill and any
intangible asset determined to have an indefinite useful life acquired in a
purchase business combination completed after June 30, 2001 will not be
amortized, but will continue to be evaluated for impairment in accordance with
the appropriate pre-Statement 142 accounting literature. Goodwill and
intangible assets acquired in business combinations completed before July 1,
2001 will continue to be amortized prior to the adoption of Statement 142.

Statement 141 will require upon adoption of Statement 142, that the Company
evaluate its existing intangible assets and goodwill that were acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from goodwill. Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible assets acquired
in purchase business combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. In addition,
to the extent an intangible asset is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of Statement 142 within the first interim
period. Any impairment loss will be measured as of the date of adoption and
recognized as the cumulative effect of a change in accounting principle in the
first interim period.

As of June 30, 2001, the Company has unamortized goodwill in the amount of
approximately $784,000 and unamortized identifiable intangible assets related to
acquisitions in the amount of approximately $771,000, both of which will be
subject to the transition provisions of Statements 141 and 142. Amortization
expense related to goodwill was approximately $123,000 and $57,000 for the year
ended December 31, 2000 and the six months ended June 30, 2001, respectively.
Because of the extensive effort needed to comply with adopting Statements 141
and 142, it is not practicable to reasonably estimate the impact of adopting
these Statements on the Company's financial statements at the date of this
report, including whether any transitional impairment losses will be required to
be recognized as the cumulative effect of a change in accounting principle.


                                       -9-
<PAGE>


                                   MOCON, INC.


Item 3.   Quantitative and Qualitative Disclosures About Market Risk


Market Risk Management

Substantially all of the Company's marketable securities are at fixed interest
rates. However, almost all of the Company's marketable securities mature within
three years, therefore, the Company believes that the market risk arising from
its holding of these financial instruments is minimal.

The Company currently sells its products and services in United States dollars;
accordingly, the exposure to foreign currency exchange risk is minimal.

There have been no significant changes since December 31, 2000.


                                      -10-
<PAGE>


                                   MOCON, INC.


PART II.  OTHER INFORMATION

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

          At the Annual Meeting of Shareholders of MOCON, Inc. on May 22, 2001,
          the nominees for election as Directors of the Company were elected
          without opposition as follows:

          Director-Nominee               Votes For       Votes Withheld/Against
          ----------------               ---------       ----------------------

          Robert L. Demorest             5,047,732               61,886
          Dean B. Chenoweth              4,706,745              402,873
          J. Leonard Frame               5,042,734               66,884
          Paul J. Sjoquist               5,048,407               61,211
          Richard A. Proulx              5,046,720               62,898
          Tom C. Thomas                  5,044,695               64,923
          Ronald A. Meyer                5,046,932               62,686
          Daniel W. Mayer                5,046,932               62,686


Item 6.    Exhibits and Reports on Form 8-K

     a.    Exhibits

           None

     b.    Reports on Form 8-K

           There were no reports on Form 8-K filed for the quarter ended June
           30, 2001.


                                      -11-
<PAGE>


                                   SIGNATURES



Pursuant to the requirements of the SECURITIES EXCHANGE ACT of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                        MOCON, INC.
                                        Registrant






Date: August 13, 2001                   /s/ Robert L. Demorest
                                        -----------------------------------
                                        Robert L. Demorest,
                                        Chairman, President and Chief
                                        Executive Officer






Date: August 13, 2001                   /s/ Dane D. Anderson
                                        -----------------------------------
                                        Dane D. Anderson,
                                        Vice President, Treasurer and Chief
                                        Financial Officer


                                      -12-