U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


                         FORM 10-KSB/A-1


(Mark One)

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 [Fee Required]

                         For the fiscal year ended March 31, 2001

                   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934 [No Fee
                   Required]

                         For the transition period from _________
                         _________________ to ___________________

                  Commission file number 1-6299


                  EMCEE BROADCAST PRODUCTS, INC.
          (Name of small business issuer in its charter)

             DELAWARE                       13-1926296
(State or other jurisdiction of   (I.R.S. Employer Identification
 incorporation or organization)    Number)

 SUSQUEHANNA STREET EXTENSION,
  PO BOX 68, WHITE HAVEN, PA                  18661-0068
(Address of principal executive               (Zip Code)
 offices)

Issuer's telephone number: (570) 443-9575

                               ////

Securities registered under Section 12(b) of the Exchange Act:
Title of each class:                 Name of each exchange on which
                                               registered:

        Common                     NASDAQ National Market

Securities registered under Section 12(g) of the Exchange Act:

                               None
                         (TITLE OF CLASS)








                   Independent Auditors' Report



Board of Directors
EMCEE Broadcast Products, Inc.
White Haven, Pennsylvania

We have audited the consolidated balance sheets of EMCEE Broadcast Products,
Inc. and subsidiaries as of March 31, 2001 and 2000 and the related consoli-
dated statements of loss, shareholders' equity and cash flows for the years
then ended.  These financial statements are the responsibility of the Com-
pany's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of EMCEE
Broadcast Products, Inc. and subsidiaries as of March 31, 2001 and 2000, and
the results of their operations and their cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United
States of America.


/s/ KRONICK KALADA BERDY & CO.
Kingston, Pennsylvania
June 26, 2001









<PAGE>
<PAGE>
<TABLE>
<CAPTION>

         EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
      CONSOLIDATED BALANCE SHEETS - MARCH 31, 2001 AND 2000



                              ASSETS

                                                       2001           2000
                                                ---------------------------
<C>                                                 <S>          <S>
Current assets:
  Cash and equivalents                           $    69,210      $   261,304
  U.S. Treasury Bills                                               1,773,600
  Accounts receivable, net of allowance for
   doubtful accounts (2001, $388,000; 2000,
   $70,000)                                         1,628,454       1,452,279
  Inventories                                       4,099,919       3,080,313
  Prepaid expenses                                    160,043          80,113
  Income taxes refundable                                             373,000
  Deferred income taxes                                               249,000
                                                    ---------       ---------
          Total current assets                      5,957,626       7,269,609
                                                    ---------       ---------
Property, plant and equipment:

  Land and land improvements                          246,841         246,841
  Building                                            617,475         617,475
  Machinery                                         2,203,134       1,925,042
                                                    ---------       ---------
                                                    3,067,450       2,789,358
  Less accumulated depreciation                     2,441,773       2,249,467
                                                    ---------       ---------
                                                      625,677         539,891
                                                    ---------       ---------
Other assets                                        2,398,011       1,292,448
                                                    ---------       ---------
Note receivable, sale of license                      540,000         525,000
Less deferred portion                              (  540,000)     (  525,000)
                                                    ---------       ---------
                                                            0               0
                                                    ---------       ---------
          Total assets                            $ 8,981,314     $ 9,101,948
                                                    =========================

<FN>
See notes to consolidated financial statements
</FN>
</TABLE>
<PAGE>



<TABLE>
<CAPTION>
              LIABILITIES AND SHAREHOLDERS' EQUITY

                                                      2001          2000
                                                    -----------------------
<C>                                                  <S>            <S>
Current liabilities:
  Current portion of long-term debt               $   108,000     $   106,000
  Accounts payable                                    756,430         368,671
  Accrued expenses:
    Payroll and related expenses                      233,766         214,316
    Other                                             608,113         437,836
  Deposits from customers                             914,796          64,247
                                                    ---------       ---------
          Total current liabilities                 2,621,105       1,191,070
                                                    ---------       ---------
Long-term debt, net of current portion              1,028,488         596,354
                                                    ---------       ---------

Shareholders' equity:
  Common stock, $.01 - 2/3 par;
   authorized 9,000,000 shares; issued
   4,406,361 shares                                    73,450          73,450
  Additional paid-in capital                        3,583,484       3,583,484
  Retained earnings                                 3,512,795       5,518,241
                                                    ---------       ---------
                                                    7,169,729       9,175,175
  Less shares held in treasury, at cost
   (396,880 shares and 401,764 shares
   for 2001 and 2000, respectively)                 1,838,008       1,860,651
                                                    ---------       ---------
                                                    5,331,721       7,314,524
                                                    ---------       ---------
          Total liabilities and equity             $8,981,314      $9,101,948
                                                    =========================



</TABLE>
<PAGE>


<TABLE>
<CAPTION>
         EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF LOSS
               YEARS ENDED MARCH 31, 2001 AND 2000


                                                      2001             2000
                                                   --------------------------
<C>                                                  <S>              <S>
Net sales                                        $ 6,108,770      $ 4,738,493
Costs of products sold                             5,707,502        3,738,735
                                                   ---------        ---------
Gross profit                                         401,268          999,758
                                                   ---------        ---------
Operating expenses:
  Selling                                          1,129,767          900,028
  General and administrative                       1,736,329        1,071,668
  Research and development                           454,592          430,678
                                                   ---------        ---------
                                                   3,320,688        2,402,374
                                                   ---------        ---------
Loss from operations                              (2,919,420)      (1,402,616)
                                                   ---------        ---------
Other income (expense), net:
  Interest expense                               (  126,234)       (   57,724)
  Interest income                                   111,146           168,772
  Other                                          (  169,938)       (    9,305)
                                                  ---------         ---------
                                                 (  185,026)          101,743
                                                  ---------         ---------
Loss before income taxes                         (3,104,446)       (1,300,873)

Income taxes benefit                              1,099,000           474,000
                                                   ---------         ---------
Net loss                                        $(2,005,446)      $(  826,873)
                                                  ============================

Basic and diluted loss per share                      $(.50)           $(.21)
                                                       ======================
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>
<PAGE>


<TABLE>
<CAPTION>


          EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                YEARS ENDED MARCH 31, 2001 AND 2000



                                         Common stock           Additional
                                                                  paid-in
                                        Shares     Amount         capital
                                      -------------------------------------
<C>                                      <S>         <S>         <S>
Balance, March 31, 1999               4,384,161   $ 73,084     $ 3,502,092

Common stock issued                      22,200        366          81,392

Net loss for the year
                                       ---------   -------       ---------
Balance, March 31, 2000                4,406,361    73,450       3,583,484

Treasury stock issued

Net loss for the year
                                       ---------    ------       ---------
 Balance, March 31, 2001               4,406,361  $ 73,450     $ 3,583,484
                                       ===================================


<FN>
See notes to consolidated financial statements
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>






                       Treasury stock
Retained
earnings      Shares       Amount          Total
----------------------------------------------------
  <S>           <S>        <S>            <S>
$ 6,345,114   401,764   $(1,860,651)    $ 8,059,639

                                         81,758

 (  826,873)                             (  826,873)
  ---------   -------     ---------       ---------
  5,518,241   401,764    (1,860,651)      7,314,524

             (  4,884)       22,643          22,643

 (2,005,446)                             (2,005,446)
  ---------   -------     ---------       ---------
$ 3,512,795   396,880   $(1,838,008)    $ 5,331,721
 ==================================================

</TABLE>
<PAGE>


<TABLE>
<CAPTION>
          EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                YEARS ENDED MARCH 31, 2001 AND 2000

                                                      2001             2000
                                                    -------------------------
<C>                                                   <S>            <S>
Cash flows from operating activities:
  Net loss                                        $(2,005,446)    $(  826,873)
  Adjustments:
    Depreciation                                      203,730         243,577
    Amortization                                       18,467
    Provision for doubtful accounts                   324,000          42,000
    Treasury stock issued for directors fees           22,643
    Loss on equity investments                        171,040          33,800
    Change in assets and liabilities,
     net of effect of 2001 acquisition:
      (Increase) decrease in:
        Accounts receivable                        (  409,580)     (  891,031)
        Inventory                                  (  814,038)        442,266
        Prepaid expenses                           (   79,930)         11,729
        Income taxes refundable                       373,000         167,000
        Deferred income taxes                      (1,098,000)     (   88,000)
        Other assets                               (  111,888)     (  288,470)
      Increase (decrease) in:
        Accounts payable                              343,230          80,642
        Accrued expenses                              169,588         354,398
        Deposits from customers                       850,549      (   12,498)
                                                    ---------        --------
        Net cash used in operating activities      (2,042,635)     (  731,460)
                                                    ---------        --------
Cash flows from investing activities:
  Purchases of:
    Property, plant and equipment                  (   71,516)     (   52,188)
    U.S. Treasury Bills                            (  809,101)     (3,197,667)
    Advanced Broadcast Systems                     (  500,000)
  Proceeds from:
    Maturities of U.S. Treasury Bills               2,582,701       3,200,000
    Sale of other assets                              250,000
  Other assets                                     (   35,677)     (  545,629)
                                                    ---------       ---------
        Net cash provided by (used in)
         investing activities                       1,416,407      (  595,484)
                                                    ---------       ---------
Cash flows from financing activities:
  Proceeds from issuance of:
    Long-term debt                                  1,115,527          20,141
    Common stock                                                       81,758
  Payments on long-term debt                       (  681,393)     (   86,074)
                                                    ---------       ---------
        Net cash provided by financing activities     434,134          15,825
                                                    ---------       ---------
Net decrease in cash and equivalents               (  192,094)     (1,311,119)

Cash and equivalents, beginning                       261,304       1,572,423
                                                     --------       ---------
Cash and equivalents, ending                      $    69,210     $   261,304
                                                    =========================

<PAGE>
Supplemental disclosures of cash flow information:

Cash paid (refunded) during the year for:
   Interest                                        $   134,000    $    61,000
   Income taxes                                    $(  373,000)   $(  530,000)

Fair value of assets acquired and liabilities assumed or settled for purchase
of
Advanced Broadcast Systems, Inc.:
   Equipment                                       $   245,000
   Inventory                                           178,568
   Accounts receivable                                  90,595
   Goodwill                                            200,505
   Accounts payable                                 (   44,529)
   Accrued liabilities                              (   20,139)
   Inter-company payables                           (  150,000)
                                                     ---------
   Cash paid                                       $   500,000
                                                     =========
<FN>
See notes to consolidated financial statements
</FN>
<PAGE>

         EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               YEARS ENDED MARCH 31, 2001 AND 2000

1. Summary of significant accounting policies and significant estimates:

Principles of consolidation:
The consolidated financial statements include the accounts of EMCEE Broadcast
Products, Inc. and its subsidiaries, all of which are wholly-owned (together,
the Company).  All significant intercompany accounts and transactions have
been eliminated.

Acquisition:
On April 17, 2000, the Company completed its acquisition of Advanced Broadcast
Systems, Inc. (ABS) for approximately $500,000 in cash.  ABS is a manufacturer
of commercial high and medium power analog and digital television transmitters
for UHF broadcast markets.  This acquisition was completed using the purchase
method of accounting.  In connection with this purchase, the Company incurred
Goodwill in the amount of $272,000.  This amount is being amortized over 15
years.

Revenue recognition:
Revenue from product sales of equipment is recognized at the time of delivery
and after consideration of all the terms and conditions of the customers'
contract (purchase order).  Revenues on installation contracts are recorded on
the basis of the estimated percentage of completion of individual contracts
determined under the cost-to-cost method.  Estimated losses on long-term
contracts are recognized in the period in which a loss becomes apparent.

During 1992, a rural cellular license was sold for $3,100,000.  The initial
payment was $845,000, net of closing costs of $155,000.  The $2,100,000
balance, which bore interest at 7% payable at maturity, was due in December
1996.  None of the deferred payment and the related interest income was
recognized prior to 1997 because of their extended collection period and
because there was not a reasonable basis to evaluate the likelihood of
collection.  On April 3, 1997 the Company collected $2,500,000 and received an
unsecured $500,000 note receivable as settlement of the original note.

The $540,000 note receivable is due and payable upon the occurrence of any one
or more of certain specified events involving the debtor including, but not
limited to, acquisition, merger, bankruptcy, and insolvency.  None of the
specified events relate to the debtor's normal operations.  The $540,000
includes accrued interest calculated at 3%.  The note receivable is fully
reserved because it has no definite collection period and because there is not
a reasonable basis to evaluate the likelihood of collection.

<PAGE>

        EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               YEARS ENDED MARCH 31, 2001 AND 2000

1. Summary of significant accounting policies and significant estimates
   (continued):

Cash equivalents and U.S. Treasury Bills:
The Company considers cash equivalents to be all highly liquid investments
purchased with an original maturity of three months or less.  U.S. Treasury
Bills with an original maturity of more than three months are considered to be
investments.  All U.S. Treasury Bills are stated at cost which approximates
market and are considered as available for sale.  All U.S. Treasury Bills not
included as cash equivalents had contracted maturities of at least six months.

Inventories:
Inventories are stated at the lower of standard cost which approximates
current actual cost (on a first-in, first-out basis) or market (net realizable
value).

Property, plant and equipment and depreciation:
Property, plant and equipment are stated at cost.  Depreciation is provided on
the straight-line method over the estimated useful lives of the assets.

Investments:
Investments are accounted for under the equity method if the Company has
ownership of between 20% and 50%.  Investments where the Company's ownership
is less than 20% are accounted for under the cost method.

Advertising:
These expenses are recorded when incurred.  They amounted to $38,000 and
$21,000 for 2001 and 2000, respectively.

Use of estimates and significant estimates:
Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities and the
reported revenues and expenses.

At March 31, 2001 and 2000, a significant portion of the inventory of one of
the Company's products is in excess of the Company's current requirements
based on the recent level of sales.  Management has developed a program to
reduce this inventory to desired levels over the near term and believes no
loss will be incurred on its disposition.  No estimate can be made of a range
of amounts of loss that are reasonably possible should the program not be
successful.

<PAGE>

         EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               YEARS ENDED MARCH 31, 2001 AND 2000

1. Summary of significant accounting policies and significant estimates
   (continued):

The Company has recorded a deferred tax asset of $1,347,000. Realization is
dependent on generating sufficient taxable income prior to expiration of the
loss carryforwards.  Although realization is not assured, management believes
it is more likely than not that all of the deferred tax asset will be real
ized.  The amount of the deferred tax asset considered realizable, however,
could be reduced in the near term if estimates of future taxable income during
the carryforward period are reduced.

Reclassifications:
Certain amounts reported in the 2000 financial statements have been reclassi-
fied to conform with the 2001 presentation.

2. Loss per share:

Basic loss per share is computed by dividing loss applicable to common
shareholders by the weighted average number of common shares outstanding.
Diluted loss per share is similar to basic loss per share except that the
weighted average of common shares outstanding is increased to include the
number of additional common shares that would have been outstanding if the
dilutive potential common shares had been issued.  There were no dilutive
potential common shares in 2001 because the assumed exercise of the options
would be anti-dilutive.

The following table presents the basic and diluted EPS computations:

                                             2001
                                -----------------------------------
                                                        Per-share
                               Net loss     Shares       amount
                              ----------    --------    ---------
   Basic and diluted EPS
   Net loss which relates
    to common stockholders    $(2,005,446)  4,004,624     $(.50)
                                ================================

                                             2000
                                 ----------------------------------
                                                        Per-share
                                Net loss     Shares      amount
                                ----------   ---------   ---------
   Basic EPS
   Net loss which relates
    to common stockholders      $(826,873)   3,983,147    $(.21)

    Effect of dilutive
     securities, stock options                  10,613
                                  --------    ---------     ---
    Diluted EPS
   Net loss which relates
     to common stockholders      $(826,873)  3,993,760    $(.21)
                                   ==============================
<PAGE>


         EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               YEARS ENDED MARCH 31, 2001 AND 2000

3. Segment information:

In 2001, the Company has two operating segments which manufacture and sell a
variety of products: EMCEE and ABS.  EMCEE manufactures principally multichan-
nel multipoint distribution service (MMDS).  ABS manufactures medium to high
power transmitters.  In 2000, the Company's primary activity was in one
segment which consisted primarily of the manufacturing of MMDS.  The following
is a summary of certain financial information relating to the two segments:

      Total revenue by segment:
         EMCEE                                          $ 4,920,000
         ABS                                              1,189,000
                                                          ---------
                                                        $ 6,109,000
                                                          =========
      Operating loss by segment:
         EMCEE                                         $(2,762,000)
         ABS                                            (  157,000)
                                                         ---------
                                                      $ (2,919,000)
                                                         =========
     Identifiable assets by segment:
         EMCEE                                         $ 7,462,000
         ABS                                               880,000
                                                         ---------
         Total identifiable assets                       8,342,000

         Corporate                                         639,000
                                                         ---------
         Total assets                                 $  8,981,000
                                                         =========
       Depreciation and amortization
        by segment:
         EMCEE                                         $   132,000
         ABS                                                39,000
         Corporate                                          51,000
                                                         ----------
                                                       $   222,000
                                                         ==========
       Capital expenditures by segment:
        EMCEE                                          $    27,000
        ABS                                                 18,000
        Corporate                                           27,000
                                                          --------
                                                       $    72,000
                                                         ==========
The Company evaluates segment performance based on profit or loss from
operations before interest, other income/expense and taxes.
<PAGE>


        EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               YEARS ENDED MARCH 31, 2001 AND 2000


3. Segment information (continued):

Major customers are those that individually account for more than 10% of the
Company's consolidated revenues.  For the years ended March 31, 2001 and 2000,
one customer with total EMCEE sales of $1,221,000 and $1,122,000,
respectively, qualified as a  major customer.  At March 31, 2001 and 2000, the
major customer accounted for 67% and 72%, respectively, of the Company's
consolidated current accounts receivable.  As of March 31, 2001, the Company
is aggressively pursuing through legal action collection of the amounts
outstanding from the major customer.  These amounts are not supported by
letters of credit.  The Company has a specific reserve for this customer in
the amount of $384,000.  ABS did not have sales to any individual customer
greater than 10% of total revenues.

The Company performs ongoing credit evaluations of its customers and, when
deemed necessary and when possible, requires deposits and a letter of credit
on foreign sales and deposits on domestic sales.  Historically, the Company's
uncollectible accounts receivable have been immaterial.

Foreign sales amounted to $3,513,000 and $2,962,000 for 2001 and
2000,respectively.  Sales by foreign geographic regions are as follows:

                                       2001               2000
                                       --------------------------
   Asia/Pacific Rim                $ 1,705,000        $ 1,516,000
   South America                       614,000            698,000
   Caribbean                           167,000            104,000
   Middle East                           8,000            393,000
   North America                       130,000             47,000
   Europe                              495,000             83,000
   Central America                     309,000             26,000
   Africa                               20,000
   Other                                65,000             95,000
                                     ---------          ---------
                                   $ 3,513,000        $ 2,962,000
                                     ============================

Revenues are attributed to regions based on location of customers. All long-
lived assets and deferred tax assets are attributable to the United States.
All foreign sales are contracted in United States currency; therefore, there
is no impact from foreign currency rates.


<PAGE>

        EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               YEARS ENDED MARCH 31, 2001 AND 2000

4. Inventories:
                                               2001           2000
                                          ---------------------------

   Finished goods                        $   433,000      $   440,000
   Work-in-process                           731,000          468,000
   Raw materials                           1,225,000          728,000
     Manufactured components               1,710,919        1,444,313
                                           ---------        ---------
                                         $ 4,099,919      $ 3,080,313
                                            ===========================
5. Long-term debt:

At March 31, 2001, substantially all of the Company's assets were pledged as
collateral for a line of credit and other indebtedness which totaled approxi-
mately $1,107,041.

The line of credit consisted of advances under a line of credit agreement with
commitments aggregating $2,000,000.  The maximum amount of any month end and
average amount outstanding during the year ended March 31, 2001 were
$1,100,000 and $825,000, respectively.  The average amount outstanding was
computed using total daily borrowings divided by the number of days such
borrowings were outstanding.  The weighted average interest rate during the
year ended March 31, 2001 was 8.26%.

On October 30, 2000, the Company received written notice from its primary
lending institution that its working capital line of credit would not be
renewed.  As a result, the bank made a demand for the entire outstanding
principal balance of the line of credit with all accrued and unpaid interest
and all reimbursable fees and expenses of the bank.  Under the provisions of
the bank's notice, these sums had to be paid on or before November 10, 2000.
The Company is, therefore, in default of such payment.  Because the line of
credit is cross defaulted under the bank's loan documents with other
indebtedness of the Company to the bank, the bank had the right to accelerate
the maturity of such other indebtedness and, if not timely paid, hold the
Company in default.  Subsequent to the written notice,  the Company and the
bank entered into a forbearance agreement under which, among other things, the
bank agreed to forbear from exercising its rights and remedies under the loan
documents and permit the Company to repay the line of credit during a specific
period of time and maintain scheduled payments on the other bank debt with
final payment being made in June 2001.

Subsequent to March 31, 2001, this indebtedness was refinanced with $1,500,000
and $500,000 term loans.  The notes mature in 2016 and 2006, and require
monthly payments of $15,214 and $10,379, respectively.  Interest is calculated
at 9% for the $500,000 term loan and 2.0% above the national prime rate for
the $1,500,000 term loan.  The interest rate of the $1,500,000 note adjusts
every three years.  These loans are collateralized by principally all assets
of the Company and contain certain financial and restrictive covenants.  In
addition, both loans contain prepayment penalties.


<PAGE>


         EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               YEARS ENDED MARCH 31, 2001 AND 2000


5. Long-term debt (continued):

Principal repayment of the refinanced loans and other debt is as follows:

               2002                              $   108,000
               2003                                  149,000
               2004                                  158,000
               2005                                  173,000
               2006                                  188,000
               Thereafter                          1,250,654
                                                   ---------

                                                 $ 2,026,654
                                                   ==========
6. Other assets:
                                                2001               2000
                                            ------------------------------
   Investments, equity method           $   444,656          $   233,265
   Investments, cost method                                      480,639
   Notes receivable                                              266,115
   Accounts receivable                      355,574              289,243
   Goodwill                                 250,781               23,186
   Deferred income taxes                  1,347,000                    0
                                          ---------            ---------
                                        $ 2,398,011          $ 1,292,448
                                          ==============================

The investments are in companies who own and/or operate businesses that
provides rapid access to the internet, wireless cable television, and other
types of telecommunication service.

Notes receivable of $116,000 were settled in 2001 by the transfer to the
Company of an additional equity investment.  This addition resulted in a
transfer of $346,000 (including the $116,000) from a cost method to equity
method investment.

7. Common stock:

Nonqualified stock option plans provide for the grant of options to purchase
up to 300,000 shares.  Upon the termination or expiration of any stock options
granted, the shares covered by such terminated or expired stock options will
be available for further grant; 31,075 options were available for grant at
March 31, 2001.  The Board of Directors, at the date of grant of an option,
determines the number of shares subject to the grant and the terms of such
option.  All outstanding options granted expire after 5 years and vest over
two years.


<PAGE>


         EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               YEARS ENDED MARCH 31, 2001 AND 2000


7. Common stock (continued):

Changes in outstanding common stock options granted are summarized below:

                                         2001                 2000
                                   ------------------   -------------------
                                   Number    Average     Number    Average
                                     of      exercise     of       exercise
                                   shares    price      shares     price
                                  --------   --------   -------    -------
Balance at beginning of year      126,675     $5.81     151,875     $5.50
Options exercised                                        22,200      3.68
Options forfeited                  27,275      4.52       3,000      6.16
                                  -------      ----     -------      ----
Balance at end of year             99,400     $6.16     126,675     $5.81
                                  =======================================

Options exercisable at year-end    99,400     $6.16     126,675     $5.81


At March 31, 2001, the options had remaining contractual lives of .67 years.

During 1997, warrants to purchase 200,000 shares of common stock at $9.76 a
share were issued and remain outstanding at March 31, 2001.  These warrants
expire in May 2001.

The Company in accordance with an election under generally accepted accounting
principles for stock options has recorded no compensation cost.

8. Income taxes:

The following table sets forth the current and deferred amounts of the
provisions for income tax benefit for the years ended March 31, 2001 and 2000:

                                    2001         2000
                                   --------------------

        Current                   $        0    $ 386,000
        Deferred                   1,099,000       88,000
                                   ---------      -------
                                  $1,099,000    $ 474,000
                                   ======================


<PAGE>


         EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               YEARS ENDED MARCH 31, 2001 AND 2000

8. Income taxes (continued):

The provisions for income taxes at the Company's effective rate differed from
the provision for income taxes at the statutory Federal rate of 34% for the
years ended March 31, 2001 and 2000 as follows:

                                             2001            2000
                                           --------------------------
Federal income tax benefit at
    the statutory rate                      $1,055,000      $ 441,000
Foreign sales corporation benefit                              13,000
Federal income tax credit                       21,000         18,000
Other                                           23,000          2,000
                                               -------        -------
Benefit for income taxes                    $1,099,000      $ 474,000
                                             ========================

The tax effects of net operating loss carryforwards and temporary differences
that give rise to deferred income taxes at March 31, 2001 and 2000 are
presented in the table below:

                                               2001            2000
                                             ------------------------
Deferred tax assets:
 Net operating loss carryforwards          $  879,000       $  29,000
 Inventory                                    212,000         121,000
 Accounts receivable                          131,000          24,000
 Employee benefits                             59,000          47,000
 Investments                                   34,000               0
 Property and equipment                        28,000          26,000
 Other differences                              4,000           2,000
                                              -------         -------
     Total deferred tax assets             $1,347,000       $ 249,000
                                            =========================

The net operating loss carryforwards reflect the federal income tax benefit of
$2,585,000 in loss carryforwards, which expire in varying amounts between 2020
and 2021.

9. Fair value of financial instruments:

Many of the Company's financial instruments lack an available trading market
as characterized by a willing buyer and a willing seller engaging in an
exchange transaction.  The Company's fair value estimates for those instru-
ments are based upon subjective assumptions and involve significant uncertain-
ties resulting in estimates that vary with changes in assumptions.  Any
changes in assumptions or estimation methodologies may have a material effect
on the estimated fair values disclosed.


<PAGE>


         EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               YEARS ENDED MARCH 31, 2001 AND 2000


9. Fair value of financial instruments (continued):

A summary at March 31, 2001 and 2000 is as follows:

                                   2001                   2000
                           --------------------------------------------
                            Carrying      Fair      Carrying     Fair
                             value       value        value     value
                           --------------------------------------------
Short-term assets         $1,697,664  $1,697,664  $3,860,183  $3,860,183
Notes receivables                                   266,1152      66,115
Other long-term assets       355,574     355,574     289,243     289,243
Short-term liabilities     2,513,105   2,513,105   1,085,070   1,085,070
Debt                       1,136,488   1,136,488     702,354     702,354

Short-term asset and liabilities (exclusive of bank debt):
The fair values of cash and equivalents, U.S. Treasury Bills, accounts and tax
refund receivables, accounts payable and other short-term financial liabili-
ties approximate their carrying values due to the short-term nature of these
financial instruments.

Other long-term assets:
Fair value of long-term accounts receivable is estimated to approximate
carrying value.  Fair value of cost method investment in 2000 is not disclosed
because it was not practicable to estimate those values

Notes receivables:
The carrying value of notes receivable included in other assets is estimated
to approximate fair values.  Although there are no quoted market prices
available for these instruments, the fair value estimates were based on the
change in interest rate and risk related interest rate spreads since the notes
origination date.  It was not practicable to estimate the fair value of the
note receivable, sale of license, because the Company was unable to estimate
the timing and form of the ultimate settlement of the amount due to it.  The
Company has fully provided for any potential loss resulting from the non-
payment of this receivable.

Debt:
The fair value of debt that is variable rate debt that reprices regularly or
was refinanced subsequent to year end at principal amounts using comparable
interest rate methodology approximates the carrying amounts.


<PAGE>

         EMCEE BROADCAST PRODUCTS, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
               YEARS ENDED MARCH 31, 2001 AND 2000


10. Fourth quarter adjustments (unaudited):

Year end adjustments, which affected the results of operations for the fourth
quarter of 2001, relating principally to inventory, accounts receivable and
income taxes, resulted in fourth quarter losses of $352,000, which is $.09 per
share.  Had the adjustments been reported in prior quarters, results of
operations for the fourth quarter would have been a net loss of $801,000 ($.20
per share).

11. Issuance of shares:

Subsequent to March 31, 2001, the Company entered into two stock option
agreements which were exercised and provided for the issuance of 800,000
shares of common stock at $.75 per share.

<PAGE>












































In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                              EMCEE BROADCAST PRODUCTS, INC.

                              /s/ JAMES L. DESTEFANO
                              James L. DeStefano, President/CEO
                              Date: July 6, 2001

                              /s/ KERRY TURNER
                              Kerry Turner, Controller
                              Date: July 6, 2001

          In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.


/s/ JAMES L. DESTEFANO                  Date: July 6, 2001
James L. DeStefano, Director

/s/ ROBERT HOSTETLER                    Date: July 6, 2001
Robert Hostetler, Director

/s/ TIMOTHY P. HULICK, Ph.D             Date: July 6, 2001
Timothy P. Hulick, Ph.D,
 Director

/s/ MICHAEL J. LEIB                     Date: July 6, 2001
Michael J. Leib, Director

/s/ RANDALL P. MARX                     Date: July 6, 2001
Randall P. Marx, Director

/s/ RICHARD J. NARDONE                  Date: July 6, 2001
Richard J. Nardone, Director

/s/ EVAGELIA ROGIOKOS                   Date: July 6, 2001
Evagelia Rogiokos, Director


<PAGE>

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