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 September 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 ___




5,498,189 Common Shares were outstanding as of September 30, 2002



<PAGE>

                                   MOCON, INC.

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




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


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


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


    Condensed Consolidated Statements of Cash Flows (Unaudited)
         Nine months ended September 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                              8-11


  Item 3.  Quantitative and Qualitative Disclosures About Market Risk        12


  Item 4.  Controls and Procedures                                           12



PART II.  OTHER INFORMATION


  Item 6.  Exhibits and Reports on Form 8-K                                  13


Signatures                                                                   14


Certifications                                                             15-16


<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                                   MOCON, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 September 30,          December 31,
ASSETS                                                               2002                   2001
                                                               ------------------     ------------------
<S>                                                                    <C>                  <C>
  Current assets:
    Cash and temporary cash investments                                $ 471,932            $ 1,030,596
    Marketable securities, current                                     3,883,931              3,168,858
    Accounts receivable, net                                           3,903,547              4,271,430
    Other receivables                                                     48,108                 30,527
    Inventories                                                        4,095,418              3,662,043
    Prepaid expenses                                                     294,737                250,319
    Deferred income taxes                                                429,399                429,399
                                                               ------------------     ------------------
        Total current assets                                          13,127,072             12,843,172
                                                               ------------------     ------------------

  Marketable securities, noncurrent                                      669,218                735,463
                                                               ------------------     ------------------

  Net property, plant, and equipment                                   2,232,259              2,263,505
                                                               ------------------     ------------------

  Other assets:
    Software development costs, net                                      704,434                422,660
    Goodwill, net                                                      1,346,795              1,346,795
    Technology rights and other intangibles, net                       1,134,610              1,207,794
    Other                                                                143,690                138,719
                                                               ------------------     ------------------
        Total other assets                                             3,329,529              3,115,968
                                                               ------------------     ------------------

          TOTAL ASSETS                                              $ 19,358,078           $ 18,958,108
                                                               ==================     ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Accounts payable                                                   $ 931,100            $ 1,301,097
    Accrued compensation and vacation                                    536,993                773,906
    Other accrued expenses                                             1,240,394              1,095,530
                                                               ------------------     ------------------
        Total current liabilities                                      2,708,487              3,170,533

  Deferred income taxes                                                  303,403                319,603
                                                               ------------------     ------------------

          Total liabilities                                            3,011,890              3,490,136
                                                               ------------------     ------------------

  Stockholders' equity:
    Common stock - $.10 par value                                        549,819                547,645
    Capital in excess of par value                                       238,767                105,057
    Retained earnings                                                 15,556,638             14,806,169
    Accumulated other comprehensive income                                   964                  9,101
                                                               ------------------     ------------------
        Total stockholders' equity                                    16,346,188             15,467,972
                                                               ------------------     ------------------

          TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                                     $ 19,358,078           $ 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                  Nine Months Ended
                                                                 September 30,                      September 30,
                                                        --------------------------------   ---------------------------------
                                                             2002             2001              2002              2001
                                                        --------------------------------   ---------------------------------
<S>                                                        <C>              <C>               <C>              <C>
Sales
  Products                                                 $ 4,364,453      $ 4,070,845       $ 13,205,189     $ 11,988,369
  Consulting services                                          489,159          552,941          1,432,136        1,793,522
                                                        ---------------  ---------------   ----------------  ---------------
     Total sales                                             4,853,612        4,623,786         14,637,325       13,781,891
                                                        ---------------  ---------------   ----------------  ---------------

Cost of sales
  Products                                                   2,121,364        1,488,300          6,096,312        4,335,183
  Consulting services                                          214,656          288,754            768,647          946,918
                                                        ---------------  ---------------   ----------------  ---------------
     Total cost of sales                                     2,336,020        1,777,054          6,864,959        5,282,101
                                                        ---------------  ---------------   ----------------  ---------------

Gross profit                                                 2,517,592        2,846,732          7,772,366        8,499,790
                                                        ---------------  ---------------   ----------------  ---------------

Selling, general and administrative expenses                 1,445,890        1,397,353          4,422,349        4,233,336

Research and development expenses                              306,674          234,383            911,188          758,575
                                                        ---------------  ---------------   ----------------  ---------------

                                                             1,752,564        1,631,736          5,333,537        4,991,911

Operating income                                               765,028        1,214,996          2,438,829        3,507,879

Investment income                                               43,322           99,337            158,205          337,689
                                                        ---------------  ---------------   ----------------  ---------------

Income before income taxes                                     808,350        1,314,333          2,597,034        3,845,568

Income taxes                                                   271,000          434,000            857,000        1,244,000
                                                        ---------------  ---------------   ----------------  ---------------

Net income                                                   $ 537,350        $ 880,333        $ 1,740,034      $ 2,601,568
                                                        ===============  ===============   ================  ===============



Net income per common share:
     Basic                                                      $ 0.10           $ 0.16             $ 0.32           $ 0.47
                                                        ===============  ===============   ================  ===============
     Diluted                                                    $ 0.10           $ 0.16             $ 0.31           $ 0.46
                                                        ===============  ===============   ================  ===============


Weighted average shares outstanding:
     Basic                                                   5,498,089        5,459,867          5,490,713        5,545,361
                                                        ===============  ===============   ================  ===============
     Diluted                                                 5,593,549        5,535,547          5,634,126        5,602,767
                                                        ===============  ===============   ================  ===============

</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                       -2-
<PAGE>


                                   MOCON, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               Nine Months
                                                                           Ended September 30,
                                                                     ---------------------------------
                                                                          2002              2001
                                                                     ---------------   ---------------
<S>                                                                     <C>               <C>
Cash flows from operating activities:
   Net income                                                           $ 1,740,034       $ 2,601,568
   Adjustments to reconcile net income to net cash provided by
    operating activities:
     Loss (gain) on disposition of property, plant and equipment              1,824            (7,644)
     Depreciation and amortization                                          636,861           555,750
     Deferred income taxes                                                  (16,200)          (16,200)
     Changes in operating assets and liabilities:
       Accounts receivable                                                  367,883           (93,869)
       Other receivables                                                    (17,581)           55,709
       Inventories                                                         (433,375)           98,383
       Prepaid expenses                                                     (44,418)           11,033
       Accounts payable                                                    (369,997)         (200,229)
       Accrued compensation and vacation                                   (236,913)           27,277
       Other accrued expenses                                               143,503          (117,531)
                                                                     ---------------   ---------------
   Net cash provided by operating activities                              1,771,621         2,914,247
                                                                     ---------------   ---------------

Cash flows from investing activities:
   Purchases of marketable securities                                    (3,188,742)       (1,172,670)
   Proceeds from sales of marketable securities                           2,531,777         4,667,878
   Purchases of property and equipment                                     (382,904)         (449,698)
   Proceeds from sale of property, plant and equipment                            0               705
   Purchases and development of software                                   (373,220)         (203,000)
   Purchases of patents, trademarks and technology rights                   (59,905)          (25,851)
   Other                                                                     (4,971)           (4,840)
                                                                     ---------------   ---------------
   Net cash (used in) provided by investing activities                   (1,477,965)        2,812,524
                                                                     ---------------   ---------------

Cash flows from financing activities:
   Proceeds from the exercise of stock options                              135,883            10,149
   Purchases and retirement of common stock                                       0        (2,378,473)
   Dividends paid                                                          (988,203)       (1,003,641)
   Other                                                                          0             3,000
                                                                     ---------------   ---------------
   Net cash used in financing activities                                   (852,320)       (3,368,965)
                                                                     ---------------   ---------------

Net (decrease) increase in cash and
   temporary cash investments                                              (558,664)        2,357,806

Cash and temporary cash investments:
   Beginning of period                                                    1,030,596           641,942
                                                                     ---------------   ---------------
   End of period                                                          $ 471,932       $ 2,999,748
                                                                     ===============   ===============

Supplemental schedule of noncash investing activities:
   Unrealized holding (loss) gain on available-for-sale securities         $ (8,137)         $ 17,166

</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 September 30, 2002, the condensed
consolidated statements of income for the three- and nine-month periods ended
September 30, 2002 and 2001, and the condensed consolidated statements of cash
flows for the nine-month periods ended September 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 September 30, 2002, and for all periods presented, have been made. The
results of operations for the period ended September 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:

                                 September 30,             December 31, 2001
                                      2002
                             -----------------------    ------------------------
Finished Products                 $   471,738                $   338,852
Work in Process                     1,391,305                  1,316,881
Raw Materials                       2,232,375                  2,006,310
                             -----------------------    ------------------------
                                  $ 4,095,418                $ 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 nine-month periods ended September 30, 2002,
and 2001:

<TABLE>
<CAPTION>
                                               Three Months Ended               Nine Months Ended
                                                 September 30,                    September 30,
                                        --------------------------------- ------------------------------
                                              2002             2001           2002            2001
                                        ----------------- --------------- -------------- ---------------
<S>                                            <C>             <C>            <C>             <C>
Weighted shares of common stock
   outstanding - basic                         5,498,089       5,459,867      5,490,713       5,545,361

Weighted shares of common stock
   assumed upon exercise of stock
   options                                        95,460          75,680        143,413          57,406
                                        ----------------- --------------- -------------- ---------------
Weighted shares of common stock
   outstanding - diluted                       5,593,549       5,535,547      5,634,126       5,602,767
                                        ================= =============== ============== ===============
</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 Other 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. We adopted SFAS 142 effective January 1, 2002. As required by SFAS
142, we performed an initial assessment to determine whether there was an
indication that goodwill was impaired at the date of adoption. To test for
potential impairment, we first determined that the Company consisted of a single
reporting unit. We next determined the fair value of our single reporting unit
based upon the quoted market price of the Company's common stock at January 1,
2002. We then compared the fair value of the Company with the carrying value of
our net assets. Based on this comparison we determined that no impairment
existed. Accordingly, we were not required to perform step two of the impairment
analysis, in which the exact amount of an impairment would have been determined.
In step two of the impairment analysis, the Company would have been required to
compare the implied fair value of goodwill, determined by allocating the
reporting unit's fair value to all of its assets and liabilities, to its
carrying amount, both of which would be measured as of the date of adoption.



                                      -5-
<PAGE>


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            Nine Months Ended             Year Ended
                                                          September 30,                 September 30,               December 31,
                                                   ----------------------------- ------------------------------- -------------------
                                                       2002           2001            2002            2001              2001
                                                   -------------- -------------- --------------- --------------- -------------------
<S>                                                     <C>            <C>           <C>             <C>                 <C>
Reported net income                                     $537,350       $880,333      $1,740,034      $2,601,568          $3,420,668
Add:  Goodwill amortization, net of tax                        -         19,142               -          57,998              77,140
                                                   -------------- -------------- --------------- --------------- -------------------
Adjusted net income                                     $537,350       $899,475      $1,740,034      $2,659,566          $3,497,808
                                                   ============== ============== =============== =============== ===================

Reported basic income per share                          $  0.10        $  0.16        $   0.32        $   0.47            $   0.62
Add:  Goodwill amortization, net of tax                       -              -              -              0.01                0.01
                                                   -------------- -------------- --------------- --------------- -------------------
Adjusted basic income per share                          $  0.10        $  0.16        $   0.32        $   0.48            $   0.63
                                                   ============== ============== =============== =============== ===================

Reported diluted income per share                        $  0.10        $  0.16        $   0.31        $   0.46            $   0.61
Add:  Goodwill amortization, net of tax                       -              -              -              0.01                0.01
                                                   -------------- -------------- --------------- --------------- -------------------
Adjusted diluted income per share                        $  0.10        $  0.16        $   0.31        $   0.47            $   0.62
                                                   ============== ============== =============== =============== ===================
</TABLE>


As of September 30, 2002, we have unamortized goodwill in the amount of
$1,346,795. Other intangible assets (all of which are being amortized except
projects in process) are as follows:

<TABLE>
<CAPTION>
                                             As of September 30, 2002
                             ---------------------------------------------------------
                                  Carrying           Accumulated
                                   Amount           Amortization            Net
                             ------------------- ------------------ ------------------
<S>                                   <C>                 <C>               <C>
Patents                               $ 545,457           $147,619          $ 397,838
Trademarks and tradenames                64,623             52,724             11,899
Technology rights                       600,000            225,000            375,000
Other intangibles                       454,158            129,211            324,947
Projects in process                      24,926               -                24,926
                             ------------------- ------------------ ------------------
                                     $1,689,164           $554,554         $1,134,610
                             =================== ================== ==================

</TABLE>

Total amortization expense for the three and nine months ended September 30,
2002 was $44,419 and $133,092 respectively. Estimated amortization expense for
each of the five succeeding fiscal years based on the intangible assets as of
September 30, 2002 is as follows:

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




                                      -6-
<PAGE>

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 $133,000 of shipping
and handling costs billed to customers were reclassified from cost of sales to
revenues for the three- and nine-month periods ended September 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
September 30, 2002, and September 30, 2001, this resulted in a net unrealized
gain of $964 and $17,166, respectively, within stockholders' equity.


Note 7 - Comprehensive Income

<TABLE>
<CAPTION>
                                                      Three Months Ended               Nine Months Ended
                                                         September 30,                    September 30,
                                                     2002            2001             2002              2001
                                                --------------- ---------------- ---------------- -----------------
<S>                                                <C>             <C>              <C>              <C>
Net income                                         $537,350        $880,333         $1,740,034       $2,601,568
Net unrealized gain (loss) on marketable
securities                                            1,001          (3,066)            (8,137)          17,166
                                                --------------- ---------------- ---------------- -----------------
Comprehensive income                               $538,351        $877,267         $1,731,897       $2,618,734
                                                =============== ================ ================ =================
</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.

Summary

Sales increased 5 percent and 6 percent for the three- and nine-month periods
ended September 30, 2002 compared to the same periods in 2001. International
sales were 32 percent of sales in the three months ended September 30, 2002, and
34 percent of sales in the nine months ended September 30, 2002. We use a
network of independent representatives to market and service our products in
foreign countries, and expect that international sales will continue to account
for a significant portion of our revenues for the foreseeable future. We have
four operating locations, all of which are located in the United States. Net
income decreased 39 percent and 33 percent for the three-month and nine-month
periods ended September 30, 2002 compared to the same periods in 2001.

Effective October 1, 2001, we acquired Questar Baseline Industries, Inc. from
Questar InfoComm, Inc., a subsidiary of Questar Corporation, which we
subsequently renamed "Baseline-MOCON, Inc." (Baseline). This acquisition was
recorded using the purchase method of accounting. Accordingly, Baseline's
results of operations have been included with our results of operations since
the effective date of the acquisition. As part of the acquisition of Baseline,
we entered into a five-year distribution and support agreement with Questar.
This agreement has not had a material impact on our capital resources, results
of operations or liquidity.

Results of Operations

Sales for the three-month period ended September 30, 2002, were $4,853,612, up 5
percent from third quarter 2001 sales of $4,623,786. The increase in 2002 sales
was primarily the result of Baseline sales in the third quarter totaling
$1,035,866 (Baseline was acquired in the fourth quarter of 2001), and increased
sales volume of our sample preparation products, offset somewhat by decreases in
the sales volume of our permeation products and weighing products, which
continue to be affected by the global economic slowdown. The increase in sales
of our sample preparation products was primarily due to continued sales in the
third quarter of 2002 of a new unit to Waters Corporation of Milford, MA, for
use in the drug discovery and life sciences



                                      -8-
<PAGE>

markets. Third quarter sales to Waters Corporation were approximately $285,000.
The impact of price increases was not significant.

Sales for the nine-month period ended September 30, 2002, were $14,637,325, up 6
percent from sales for the first nine months of 2001 of $13,781,891. The 6
percent increase was primarily the result of Baseline sales in the first nine
months of 2002 totaling $3,201,071, and increased sales volume of our sample
preparation products, offset somewhat by decreases in the sales volume of our
permeation products and weighing products, and decreases in consulting services
sales. The increase in sales of our sample preparation products during this
period was primarily due to continued sales of a new unit to Waters Corporation
of Milford, MA, for use in the drug discovery and life sciences markets. The
impact of price increases was not significant.

Total domestic sales for the quarter ended September 30, 2002, including
domestic Baseline sales of $789,122, increased 81 percent over the third quarter
of 2001 to $3,287,711, and total foreign sales, including foreign Baseline sales
of $246,744, decreased 44 percent to $1,565,901. Domestic sales were 68 percent
of total third quarter 2002 sales, compared to $1,815,813, or 39 percent, of
third quarter 2001 sales. Foreign sales were 32 percent of total third quarter
2002 sales, compared to $2,807,974, or 61 percent, of third quarter 2001 sales.
This decrease was due primarily to the economic slowdown in our major foreign
markets.

Total domestic sales for the nine months ended September 30, 2002, including
domestic Baseline sales of $2,446,076, increased 38 percent over the nine months
ended September 30, 2001, to $9,724,449, and total foreign sales, including
foreign Baseline sales of $754,995, decreased 27 percent to $4,912,876. Domestic
sales were 66 percent of total sales for the nine months ended September 30,
2002, compared to $7,063,515, or 51 percent, for the same period in 2001.
Foreign sales were 34 percent of total sales for the first nine months of 2002,
compared to $6,718,377, or 49 percent, for the same period in 2001. Our sales to
customers located in foreign countries are subject to a number of risks. These
include, but are not limited to, the following: agreements may be difficult to
enforce; receivables may be difficult to collect; foreign customers may have
longer payment cycles; the countries into which we sell may impose tariffs or
adopt other restrictions on foreign trade; fluctuations in exchange rates may
affect product demand; export licenses, if required, may be difficult to obtain;
and the protection of intellectual property in foreign countries may be more
difficult to enforce. If any of the above risks were to materialize, our sales
into foreign countries could decline further, or our operating costs could
increase, which would adversely affect our financial results.

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 third quarter of 2002, product sales
were $4,364,453 and consulting services were $489,159, or 90 and 10 percent,
respectively, of our total third quarter 2002 sales. This compares to product
sales of $4,070,845 and consulting services of $552,941 in the third quarter of
2001, or 88 and 12 percent of total sales, respectively. For the first nine
months of 2002, product sales were $13,205,189 and consulting services were
$1,432,136, or 90 and 10 percent, respectively, of our total sales for the first
nine months of 2002. This compares to product sales of $11,988,369 and
consulting services of $1,793,522, or 87 and 13 percent of total sales,
respectively, for the same period in 2001.

Gross profit was 52 and 53 percent of sales for the quarter and nine-month
period ended September 30, 2002, respectively, compared to 62 percent of sales
for the quarter and nine- month period ended September 30, 2001. The percentage
decrease in the gross profit margin was primarily due to the product mix in the
third quarter and first nine months of 2002 including




                                      -9-
<PAGE>

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 of total
sales for both the three- and nine-month periods ended September 30, 2002. This
compares to 30 and 31 percent of sales for the three- and nine-month periods
ended September 30, 2001, respectively. The $48,537 and $189,013 total dollar
increases for the three and nine months ended September 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 quarter and nine-month period ended September 30, 2002, and 5 and 6
percent for the quarter and nine-month period ended September 30, 2001,
respectively. 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 $56,015 in the third quarter of 2002 as compared to
the third quarter of 2001, and decreased $179,484 in the first nine 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 33.5 and 33.0 percent of income before income
taxes for the three- and nine-month periods ending September 30, 2002,
respectively, and 33.0 and 32.3 percent of income before income taxes for the
three- and nine-month periods ending September 30, 2001. 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 $537,350 for the third quarter of 2002, compared to $880,333, for
the third quarter of 2001. Diluted net income per share was $.10 for the third
quarter of 2002, compared to $.16 for the same period in 2001. For the nine
months ended September 30, 2002, net income was $1,740,034 compared to
$2,601,568 for the nine months ended September 30, 2001. Diluted net income per
share was $.31 and $.46, respectively, for the nine-month periods ended
September 30, 2002, and 2001.


Liquidity and Capital Resources

We continue to maintain a strong financial position. Cash flow provided by
operating activities totaled $1,771,621 in the first nine months of 2002. Total
cash, temporary cash investments and marketable securities increased $90,164
during the same period, mostly due to the net income for the period and a
decrease in accounts receivable, offset by an increase in inventory, a decrease
in current liabilities, and dividends paid totaling $988,203. The $367,883
year-to-date decrease in accounts receivable is primarily due to lower shipments
in the third quarter of 2002 as compared to the fourth quarter of 2001, as well
as improved collection of receivables. Inventories increased $433,375 in the
first nine months of 2002, primarily due to shipments being lower than
expectations. The $462,046 year-to-date decrease in current liabilities is
largely due to decreases in accrued compensation (incentive bonuses) versus the
prior year, and to the timing of payments.



                                      -10-
<PAGE>

We have no long-term debt or material commitments for capital expenditures as of
September 30, 2002. Our plant and equipment do 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

Our estimates related to certain significant assets and liabilities are an
integral part of these consolidated financial statements. These estimates are
considered critical to the consolidated financial statements because they
require subjective and complex judgements. We consider our critical accounting
policies to be the allowance for doubtful accounts, inventory reserves, and the
recoverability of long-lived assets. These policies are discussed in the section
of the Management's Discussion and Analysis of Financial Condition and Results
of Operations entitled Critical Accounting Policies contained in our Annual
Report on Form 10-K for the year ended December 31, 2001. No material change
occurred in these policies 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 were
amortized prior to the adoption of Statement 142.

As of September 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 $840,297. If the new accounting standards would
have been in effect for the third quarter of 2001, net income would have
increased by $19,142 and $57,998 for the quarter and nine-month periods ended
September 30, 2001, respectively, increasing by $.01 basic and diluted net
income per common share for the nine-month period ended September 30, 2001.

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.




                                      -11-
<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.


Item 4.  Controls and Procedures

a.     Evaluation of Disclosure Controls and Procedures. The Company's Chief
       Executive Officer and President, and Vice President, Treasurer and Chief
       Financial Officer, have evaluated the effectiveness of the Company's
       disclosure controls and procedures (as such term is defined in Rules
       13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as
       amended (the "Exchange Act")) as of a date within 90 days prior to the
       filing date of this quarterly report (the "Evaluation Date"). Based on
       such evaluation, such officers have concluded that, as of the Evaluation
       Date, the Company's disclosure controls and procedures are effective in
       alerting them, on a timely basis, to material information relating to the
       Company (including its consolidated subsidiaries) required to be included
       in the Company's periodic filings under the Exchange Act.

b.     Changes in Internal Controls. Since the Evaluation Date, there have not
       been any significant changes in the Company's internal controls or in
       other factors that could significantly affect such controls.






                                      -12-
<PAGE>

                                   MOCON, INC.


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     a.  Exhibits. None.

     b.  Reports on Form 8-K. On August 13, 2002, the Company furnished a report
         on Form 8-K under Item 9, Regulation FD Disclosure, to announce that
         its Chief Executive Officer and Chief Financial Officer were supplying
         the certification required by Section 906 of the Sarbanes-Oxley Act of
         2002 relating to the Company's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 2002.
























                                      -13-
<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:  November 14, 2002                  /s/  Robert L. Demorest
                                          -----------------------------
                                          Robert L. Demorest,
                                          Chairman, President and Chief
                                          Executive Officer






Date:  November 14, 2002                  /s/  Dane D. Anderson
                                          -----------------------------------
                                          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 November 14, 2002.





                                      -14-
<PAGE>



I, Robert L. Demorest, certify that:

1. I have reviewed this quarterly report on Form 10-Q of MOCON, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

      c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

      b) any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  November 14, 2002
/s/  Robert L. Demorest
-----------------------
Robert L. Demorest,
Chairman, Chief Executive Officer and President


                                      -15-
<PAGE>

I, Dane D. Anderson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of MOCON, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

      c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

      b) any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  November 14, 2002
/s/  Dane D. Anderson
---------------------
Dane D. Anderson,
Vice President, Treasurer and Chief Financial Officer


                                      -16-