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, 2002
                                       or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934
For the transition period from _________________ to _________________

Commission File Number 0-9273




                                   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 _____




5,497,989 Common Shares were outstanding as of June 30, 2002

<PAGE>


                                   MOCON, INC.

                               INDEX TO FORM 10-Q
                       For the Quarter Ended June 30, 2002




                                                                           Page
                                                                          Number
                                                                          ------
PART I. FINANCIAL INFORMATION


  Item 1. Financial Statements
    Condensed Consolidated Balance Sheets (Unaudited)
         June 30, 2002 and December 31, 2001                                 1


    Condensed Consolidated Statements of Income (Unaudited)
         Three months and six months ended June 30, 2002 and 2001            2


    Condensed Consolidated Statements of Cash Flows (Unaudited)
         Six months ended June 30, 2002 and 2001                             3


    Notes to Condensed Consolidated Financial Statements (Unaudited)        4-7


  Item 2. Management's Discussion and Analysis of Results of
          Operations and Financial Condition                                8-10


  Item 3. Quantitative and Qualitative Disclosures About Market Risk        11



PART II.  OTHER INFORMATION


  Item 4.  Submission of Matters to a Vote of Security Holders              12


  Item 6.  Exhibits and Reports on Form 8-K                                 12

<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                                   MOCON, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             June 30,       December 31,
                                                               2002             2001
                                                           ------------     ------------
<S>                                                        <C>              <C>
ASSETS
  Current assets:
    Cash and temporary cash investments                    $    838,660     $  1,030,596
    Marketable securities, current                            3,717,301        3,168,858
    Accounts receivable, net                                  3,580,218        4,271,430
    Other receivables                                            50,302           30,527
    Inventories                                               4,051,453        3,662,043
    Prepaid expenses                                            150,759          250,319
    Deferred income taxes                                       429,399          429,399
                                                           ------------     ------------
        Total current assets                                 12,818,092       12,843,172
                                                           ------------     ------------

  Marketable securities, noncurrent                             471,842          735,463
                                                           ------------     ------------

  Net property, plant, and equipment                          2,251,801        2,263,505
                                                           ------------     ------------
  Other assets:
    Software development costs, net                             697,850          422,660
    Goodwill, net                                             1,346,795        1,346,795
    Technology rights and other intangibles, net              1,192,710        1,207,794
    Other                                                       142,214          138,719
                                                           ------------     ------------
        Total other assets                                    3,379,569        3,115,968
                                                           ------------     ------------

          TOTAL ASSETS                                     $ 18,921,304     $ 18,958,108
                                                           ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Accounts payable                                       $    916,508     $  1,301,097
    Accrued compensation and vacation                           557,570          773,906
    Other accrued expenses                                      990,945        1,095,530
                                                           ------------     ------------
        Total current liabilities                             2,465,023        3,170,533

  Deferred income taxes                                         319,603          319,603
                                                           ------------     ------------

          Total liabilities                                   2,784,626        3,490,136
                                                           ------------     ------------
  Stockholders' equity:
    Common stock - $.10 par value                               549,799          547,645
    Capital in excess of par value                              237,564          105,057
    Retained earnings                                        15,349,352       14,806,169
    Accumulated other comprehensive income                          (37)           9,101
                                                           ------------     ------------
        Total stockholders' equity                           16,136,678       15,467,972
                                                           ------------     ------------
          TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                            $ 18,921,304     $ 18,958,108
                                                           ============     ============
</TABLE>

Note: The condensed consolidated balance sheet at December 31, 2001 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,
                                                ----------------------------    ----------------------------
                                                    2002            2001            2002            2001
                                                ----------------------------    ----------------------------
<S>                                             <C>             <C>             <C>             <C>
Sales
  Products                                      $  4,453,124    $  3,958,789    $  8,840,736    $  7,917,524
  Consulting services                                501,911         660,166         942,977       1,240,581
                                                ------------    ------------    ------------    ------------
     Total sales                                   4,955,035       4,618,955       9,783,713       9,158,105
                                                ------------    ------------    ------------    ------------

Cost of sales
  Products                                         2,012,909       1,458,444       3,974,948       2,846,883
  Consulting services                                283,021         287,632         553,991         658,164
                                                ------------    ------------    ------------    ------------
     Total cost of sales                           2,295,930       1,746,076       4,528,939       3,505,047
                                                ------------    ------------    ------------    ------------

Gross profit                                       2,659,105       2,872,879       5,254,774       5,653,058
                                                ------------    ------------    ------------    ------------

Selling, general and administrative expenses       1,506,152       1,415,354       2,976,459       2,835,983

Research and development expenses                    305,358         273,831         604,514         524,192
                                                ------------    ------------    ------------    ------------

                                                   1,811,510       1,689,185       3,580,973       3,360,175

Operating income                                     847,595       1,183,694       1,673,801       2,292,883

Investment income                                     55,253         106,302         114,883         238,352
                                                ------------    ------------    ------------    ------------

Income before income taxes                           902,848       1,289,996       1,788,684       2,531,235

Income taxes                                         298,000         413,000         586,000         810,000
                                                ------------    ------------    ------------    ------------

Net income                                      $    604,848    $    876,996    $  1,202,684    $  1,721,235
                                                ============    ============    ============    ============


Net income per common share:
     Basic                                      $       0.11    $       0.16    $       0.22    $       0.31
                                                ============    ============    ============    ============
     Diluted                                    $       0.11    $       0.16    $       0.21    $       0.31
                                                ============    ============    ============    ============

Weighted average shares outstanding:
     Basic                                         5,495,199       5,458,977       5,487,025       5,588,108
                                                ============    ============    ============    ============
     Diluted                                       5,674,849       5,508,588       5,654,423       5,636,377
                                                ============    ============    ============    ============
</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,
                                                                      -----------------------------
                                                                          2002             2001
                                                                      ------------     ------------
<S>                                                                   <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                         $  1,202,684     $  1,721,235
   Adjustments to reconcile net income to net cash provided by
    operating activities:
     Loss on disposition of long-term assets                                    --           (7,931)
     Depreciation and amortization                                         419,434          371,974
     Deferred income taxes                                                      --          (10,800)
     Changes in operating assets and liabilities:
       Trade accounts receivable                                           691,212         (241,365)
       Other receivables                                                   (19,775)          45,494
       Inventories                                                        (389,410)         109,422
       Prepaid expenses                                                     99,560           74,162
       Accounts payable                                                   (384,589)        (303,191)
       Accrued compensation and vacation                                  (216,336)         (73,042)
       Other accrued expenses                                             (105,768)        (161,333)
---------------------------------------------------------------------------------------------------
   NET CASH PROVIDED BY OPERATING ACTIVITIES                             1,297,012        1,524,625
---------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of marketable securities                                   (2,117,374)      (1,054,906)
   Proceeds from sales of marketable securities                          1,823,414        3,729,803
   Purchases of property and equipment                                    (268,951)        (501,930)
   Proceeds from sale of fixed assets                                           --              705
   Purchases of software                                                  (325,296)              --
   Purchases of patents, trademarks and technology rights                  (73,589)         (11,764)
   Other                                                                    (3,495)          (3,056)
---------------------------------------------------------------------------------------------------
   NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                    (965,291)       2,158,852
---------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from the exercise of stock options                             134,660            3,399
   Purchases and retirement of common stock                                     --       (2,378,473)
   Dividends paid                                                         (658,317)        (676,099)
   Other                                                                        --            3,000
---------------------------------------------------------------------------------------------------
   NET CASH USED IN FINANCING ACTIVITIES                                  (523,657)      (3,048,173)
---------------------------------------------------------------------------------------------------

NET (DECREASE) INCREASE IN CASH AND
   TEMPORARY CASH INVESTMENTS                                             (191,936)         635,304

CASH AND TEMPORARY CASH INVESTMENTS:
   Beginning of period                                                   1,030,596          641,942
---------------------------------------------------------------------------------------------------
   End of period                                                      $    838,660     $  1,277,246
---------------------------------------------------------------------------------------------------

Supplemental schedule of noncash investing activities:
   Unrealized holding (loss) gain on available-for-sale securities    $     (9,138)    $     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, 2002, the condensed
consolidated statements of income for the three and six month periods ended June
30, 2002 and 2001, and the condensed consolidated statements of cash flows for
the six month periods ended June 30, 2002 and 2001 have been prepared by us,
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,
2002, and for all periods presented, have been made. The results of operations
for the period ended June 30, 2002 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 included in our December 31, 2001 annual
report to shareholders.


Note 2 - Inventories

Inventories consist of the following:

                                    June 30,     December 31,
                                     2002            2001
                                 ------------    ------------

            Finished Products    $    422,903    $    338,852
            Work in Process         1,415,666       1,316,881
            Raw Materials           2,212,884       2,006,310
                                 ------------    ------------
                                 $  4,051,453    $  3,662,043
                                 ============    ============


Note 3 - Net Income Per Common Share

Basic net income per common share is computed by dividing net income by the
weighted average common stock outstanding during the period. Diluted net income
per share is computed by dividing net income by the weighted average common and
dilutive potential common stock 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, 2002, and 2001:

<TABLE>
<CAPTION>
                                                    Three Months Ended         Six Months Ended
                                                         June 30,                   June 30,
                                                ---------------------------------------------------
                                                     2002         2001         2002         2001
---------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>          <C>          <C>
Weighted shares of common stock
   outstanding - basic                             5,495,199    5,458,977    5,487,025    5,588,108

Weighted shares of common stock
   assumed upon exercise of stock
   options                                           179,650       49,611      167,398       48,269
---------------------------------------------------------------------------------------------------
Weighted shares of common stock
   outstanding - diluted                           5,674,849    5,508,588    5,654,423    5,636,377
===================================================================================================
</TABLE>


Note 4 - Goodwill and Intangible Assets

In June 2001, the Financial Accounting Standards Board approved for issuance
Statement of Financial Accounting Standards (SFAS) 141, BUSINESS COMBINATIONS,
and SFAS 142, GOODWILL AND INTANGIBLE ASSETS. For all business combinations
initiated after June 30, 2001, these Statements require the use of the purchase,
rather than the pooling, method of accounting. Intangible assets acquired in a
business combination are recorded separately from goodwill if they arise from
contractual or other legal rights or are separable from the acquired entity and
can be sold, transferred, licensed, rented or exchanged, either individually or
as part of a related contract, asset or liability.

The Statements also provide that effective January 1, 2002, goodwill is no
longer amortized. Instead, goodwill and intangible assets with indefinite lives
are tested for impairment annually and whenever there is an impairment
indicator. The Company performed an initial impairment test upon adoption of the
new statement and determined that no impairment exists. The following table
presents a reconciliation of net income and income per share adjusted for the
exclusion of goodwill, net of tax:

<TABLE>
<CAPTION>
                                             Three Months Ended June 30,          Six Months Ended June 30,
                                            -----------------------------------------------------------------
                                                2002               2001             2002              2001
                                            -----------------------------------------------------------------
<S>                                          <C>               <C>              <C>               <C>
Reported net income                          $   604,848       $   876,996      $ 1,202,684       $ 1,721,235
Add: Goodwill amortization, net of tax                --            19,428               --            38,856
                                            -----------------------------------------------------------------
Adjusted net income                          $   604,848       $   896,424      $ 1,202,684       $ 1,760,091
                                            -----------------------------------------------------------------

Reported basic earnings per share            $      0.11       $      0.16      $      0.22       $      0.31
Add: Goodwill amortization, net of tax                --                --               --                --
                                            -----------------------------------------------------------------
Adjusted basic earnings per share            $      0.11       $      0.16      $      0.22       $      0.31

                                            -----------------------------------------------------------------
Reported diluted earnings per share          $      0.11       $      0.16      $      0.21       $      0.31
Add: Goodwill amortization, net of tax                --                --               --                --
                                            -----------------------------------------------------------------
Adjusted diluted earnings per share          $      0.11       $      0.16      $      0.21       $      0.31
                                            -----------------------------------------------------------------
</TABLE>


                                       -5-
<PAGE>


Information regarding the Company's other intangible assets are as follows:

<TABLE>
<CAPTION>
                                                        As of June 30, 2002
                                               Carrying     Accumulated
                                                Amount      Amortization        Net
                                           ---------------------------------------------
<S>                                         <C>             <C>             <C>
             Patents                        $    536,563    $    138,433    $    398,130
             Trademarks and tradenames            64,622          52,282          12,340
             Technology rights                   600,000         210,000         390,000
             Other intangibles                   452,008         109,420         342,588
             Projects in process                  49,652              --          49,652
                                           ---------------------------------------------
                                            $  1,702,845    $    510,135    $  1,192,710
                                           =============================================
</TABLE>

Amortization expense for the three and six months ended June 30, 2002 was
$44,372 and $88,673 respectively. Estimated amortization expense for each of the
five succeeding fiscal years based on the intangible assets as of June 30, 2002
is as follows:

                                                  Estimated
                                                   Expense
                              -----------------------------
                               2002                $176,735
                               2003                 175,229
                               2004                 174,873
                               2005                 174,780
                               2006                 161,472


Note 5 - Shipping and Handling Fees and Costs

In 2001, we adopted the provisions of Emerging Issues Task Force 00-10 (EITF
00-10), Accounting for Shipping and Handling Fees and Costs. We historically
classified shipping and handling costs billed to customers as an offset in cost
of sales, with the related expenses being recorded in cost of sales. Effective
with the adoption of EITF 00-10, approximately $39,000 and $94,000 of shipping
and handling costs billed to customers were reclassified from cost of sales to
revenues for the three and six month periods ended June 30, 2001, respectively.


Note 6 - Marketable Securities

Available-for-sale securities are recorded at fair value. Unrealized holding
gains and losses on available-for-sale securities are excluded from income and
are reported as a separate component of stockholders' equity until realized. At
June 30, 2002, and June 30, 2001, this resulted in a net unrealized (loss) gain
of ($37) and $20,232, respectively, within stockholders' equity.


                                       -6-
<PAGE>


Note 7 - Comprehensive Income

<TABLE>
<CAPTION>
                                                        Three Months Ended               Six Months Ended
                                                             June 30,                        June 30,
                                                        2002           2001            2002            2001
--------------------------------------------------------------------------------------------------------------
<S>                                                <C>             <C>             <C>             <C>
Net Income                                         $   604,848     $   876,996     $ 1,202,684     $ 1,721,235
Net unrealized (loss) gain on marketable
securities                                              (5,395)         (3,232)         (9,138)         20,232
--------------------------------------------------------------------------------------------------------------
Comprehensive Income                               $   599,453     $   873,764     $ 1,193,546     $ 1,741,467
==============================================================================================================
</TABLE>


                                       -7-
<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 we
expect, believe, or anticipate 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 our annual report on Form 10-K for the year ended
December 31, 2001, including, but not limited to, the factors included in the
section entitled "Certain Important Factors." 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 our other filings made from time to time with the
Securities and Exchange Commission.


Results of Operations

Sales for the three month period ended June 30, 2002, were $4,955,035, up 7
percent from second quarter 2001 sales of $4,618,955. The increase in 2002 sales
was primarily the result of Baseline-MOCON, Inc. (Baseline) sales in the second
quarter totaling $952,099 (Baseline was acquired in the fourth quarter of 2001),
and increased sales of our sample preparation and gas chromatography analyzer
products, offset somewhat by decreases in the sales volume of our weighing
products, permeation products, headspace analyzer products, and consulting
services sales, which continue to be affected by the global economic slowdown.
The increased sales of our sample preparation products was primarily due to
continued sales in the second quarter of 2002 of a new unit to Waters
Corporation of Milford, MA, for use in the drug discovery and life sciences
markets.

Sales for the six month period ended June 30, 2002, were $9,783,713, up 7
percent from sales for the first six months of 2001 of $9,158,105. The 7 percent
increase was primarily the result of Baseline sales in the first six months of
2002 totaling $2,165,205, and increased sales of our sample preparation
products, offset somewhat by decreases in the sales volume of our weighing
products, permeation products, headspace analyzer products, and decreases in
consulting services sales.

Total domestic sales for the quarter ended June 30, 2002, including domestic
Baseline sales of $712,438, increased 35 percent over the second quarter of 2001
to $3,264,040, and total foreign sales, including foreign Baseline sales of
$239,661, decreased 23 percent to $1,690,995. Domestic sales were 66 percent of
total second quarter 2002 sales, compared to $2,412,932, or 52 percent, of
second quarter 2001 sales. Foreign sales were 34 percent of total second quarter
2002 sales, compared to $2,206,023, or 48 percent, of second quarter 2001 sales.

Total domestic sales for the six months ended June 30, 2002, including domestic
Baseline sales of $1,656,954, increased 23 percent over the six months ended
June 30, 2001, to $6,436,737, and total foreign sales, including foreign


                                       -8-
<PAGE>


Baseline sales of $508,251, decreased 14 percent to $3,346,976. Domestic sales
were 66 percent for the six months ended June 30, 2002, compared to $5,247,703,
or 57 percent, for the same period in 2001. Foreign sales were 34 percent for
the first six months of 2002, compared to $3,910,402, or 43 percent, for the
same period in 2001.

We derive our 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 2002, product sales
were $4,453,124 and consulting services were $501,911, or 90 and 10 percent,
respectively, of our total second quarter 2002 sales. This compares to product
sales of $3,958,789 and consulting services of $660,166 in the second quarter of
2001, or 86 and 14 percent of total sales, respectively. For the first six
months of 2002, product sales were $8,840,736 and consulting services were
$942,977, or 90 and 10 percent, respectively, of our total sales for the first
six months of 2002. This compares to product sales of $7,917,524 and consulting
services of $1,240,581, or 86 and 14 percent of total sales, respectively, for
the same period in 2001.

Gross profit was 54 percent of sales for the three and six month periods ended
June 30, 2002, compared to 62 percent of sales for the three and six month
periods ended June 30, 2001. The 8 percentage point decrease in the gross profit
margin was primarily due to the product mix in the second quarter and first six
months of 2002 including Baseline sales, which on average carry a lower gross
margin percentage. We are currently working on increasing Baseline's gross
margin percentage in several ways, including increasing prices where
appropriate, and introducing new higher margin products.

Selling, general and administrative (SG&A) expenses were 30 percent for both the
three and six month periods ended June 30, 2002. This compares to 31 percent of
sales for the three and six month periods ended June 30, 2001. The $90,798 and
$140,476 total dollar increases for the three and six months ended June 30,
2002, respectively, are due primarily to an increase in commission and other
expenses associated with the increase in sales, including Baseline sales.

Research and development (R&D) expenses as a percentage of sales were 6 percent
for the quarters and six month periods ended June 30, 2002 and June 30, 2001.
Continued R&D expenditures are necessary as we develop new products to expand in
our niche markets. For the foreseeable future, we expect to spend on an annual
basis approximately 5 to 8 percent of sales on R&D.

Investment income decreased $51,049 in the second quarter of 2002 as compared to
the second quarter of 2001, and decreased $123,469 in the first six months of
2002 as compared to the same period in 2001. The decreases are the result of
lower average investment balances and investment yields in 2002 versus 2001.

Our provision for income taxes was 33 and 32 percent of income before income
taxes for the three and six month periods ending June 30, 2002 and 2001,
respectively. We review the tax rate quarterly and may make adjustments to
reflect changing estimates. Based on current operating conditions and income tax
laws, we expect the effective tax rate for all of 2002 to be in a range of 32 to
35 percent.

Net income was $604,848 for the second quarter of 2002, compared to $876,996,
for the second quarter of 2001. Diluted net income per share was $.11 for the
second quarter of 2002, compared to $.16 for the same period in 2001. For the
six months ended June 30, 2002, net income was $1,202,684 compared to $1,721,235
for the six months ended June 30, 2001. Diluted net income per share was $.21
and $.31, respectively, for the six month periods ended June 30, 2002, and 2001.


                                       -9-
<PAGE>


Liquidity and Capital Resources

We continue to maintain a strong financial position. Total cash, temporary cash
investments and marketable securities increased $92,886 during the six months
ended June 30, 2002. We used our cash resources to pay dividends of $658,317
during this period.

We have no long-term debt or material commitments for capital expenditures as of
June 30, 2002. Our plant and equipment does not require any major expenditures
to accommodate a significant increase in operating demands. We anticipate that a
combination of our 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 expenditures and dividend
payments in the foreseeable future.


Critical Accounting Policies

MOCON considers its critical accounting policies to be the allowance for
doubtful accounts, inventory reserves and recoverability of long-lived assets as
discussed in the section with this title in Management's Discussion and Analysis
of Financial Condition and Results of Operations that appears in the company's
Annual Report on Form 10-K for the year ended December 31, 2001. No material
change occurred in the periods covered by this report.


New Accounting Pronouncements

We adopted the provisions of Statement 142 effective January 1, 2002. Goodwill
and intangible assets determined to have an indefinite useful life acquired in a
purchase business combination completed after June 30, 2001 have not been
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 have been
amortized prior to the adoption of Statement 142.

As of June 30, 2002, we have unamortized goodwill in the amount of $1,346,795
and unamortized identifiable intangible assets related to acquisitions in the
amount of $879,588. If the new accounting standards would have been in effect
for the second quarter of 2001, net income from continuing operations would have
increased by $19,428 and $38,856 for the three and six months periods ended June
30, 2001, respectively, with no effect on net income per common share.

We adopted the provisions of FASB Statement No. 144, ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS, effective January 1, 2002.
Statement 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. While Statement 144 supersedes Statement No. 121,
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF, it retains many of the fundamental provisions of that Statement.
The adoption of Statement 144 did not impact our financial condition or results
of operations.


                                      -10-
<PAGE>


                                   MOCON, INC.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk Management

Substantially all of our marketable securities are at fixed interest rates.
However, all of our marketable securities mature within three years, therefore,
we believe that the market risk arising from the holding of these financial
instruments is minimal.

We currently sell our 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, 2001.


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<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 21, 2002,
        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          4,789,844              256,412
        Dean B. Chenoweth           4,783,999              262,257
        J. Leonard Frame            4,787,711              258,545
        Paul L. Sjoquist            4,791,403              254,853
        Richard A. Proulx           4,791,403              254,853
        Tom C. Thomas               4,784,379              261,877
        Ronald A. Meyer             4,789,824              256,432
        Daniel W. Mayer             4,786,469              259,787

        The proposal to amend our 1998 Stock Option Plan to increase the number
        of shares of our common stock specifically reserved for issuance under
        that plan by 550,000 shares was adopted as follows:

        For the proposal:       2,059,634 shares
        Against the proposal:   1,142,442 shares
        Abstaining:               223,021 shares

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,
        2002.


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<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, 2002                       /s/ Robert L. Demorest,
                                             Chairman, President and Chief
                                             Executive Officer






Date:  August 13, 2002                       /s/ Dane D. Anderson,
                                             Vice President, Treasurer and Chief
                                             Financial Officer


The written statements of our Chief Executive Officer and Chief Financial
Officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, accompanied the filing of this
report by correspondence to the Securities and Exchange Commission and have been
furnished under Item 9 of our Form 8-K filed August 13, 2002.




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