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

                               FORM 10-Q

              Quarterly Report Under Section 13 or 15(d)
                of the Securities Exchange Act of 1934


  For the Quarter
Ended March 26, 2000                     Commission File Number 0-13433
--------------------


                            MILTOPE GROUP INC.
-----------------------------------------------------------------------
        (Exact Name of Registrant as Specified in its Charter)



            Delaware                                  11-2693062
--------------------------------                 ----------------------
   (State or other jurisdiction                  (I.R.S. Employer
of incorporation or organization)                Identification No.)


 500 Richardson Road South
       Hope Hull, AL                                    36043
-------------------------------                  ----------------------
    (Address of principal                             (Zip Code)
     executive offices)


   Registrant's telephone number, including area code (334) 284-8665
                                                      --------------
                            Not Applicable
-----------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since
last report


    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
        -----                   -----
    Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this
report.  Outstanding at May 10, 2000: 5,871,523 shares of Common Stock,
$.01 par value.

<PAGE>
                    PART I - FINANCIAL INFORMATION
                  MILTOPE GROUP INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                              (unaudited)
<TABLE>

                                           March 26,    December 31,
ASSETS                                       2000           1999
------                                  ------------    ------------
<C>                                     <S>             <S>
CURRENT ASSETS:
 Cash                                   $  1,763,000    $  1,874,000
 Accounts receivable                       3,671,000       3,540,000
Inventories                               13,443,000      13,949,000
Deferred income taxes                        535,000         535,000
Other current assets                         257,000         497,000
                                        ------------     -----------
      Total current assets                19,669,000      20,395,000
                                        ------------     -----------
PROPERTY AND EQUIPMENT - at cost:
Machinery and equipment                    8,038,000       8,016,000
Furniture and fixtures                     1,588,000       1,575,000
Land, building and improvements            8,152,000       8,138,000
                                        ------------     -----------
      Total property and equipment        17,778,000      17,729,000
  Less accumulated depreciation            9,994,000       9,731,000
                                        ------------     -----------
        Property and equipment - net       7,784,000       7,998,000
                                        ------------     -----------
DEFERRED INCOME TAXES                      3,629,000       3,629,000
OTHER ASSETS                               1,699,000       1,330,000
                                        ------------     -----------
TOTAL                                   $ 32,781,000    $ 33,352,000
                                        ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
 Accounts payable                       $  2,156,000    $  2,595,000
 Accrued expenses                          1,864,000       1,483,000
 Current maturities of long-term debt      2,354,000       2,220,000
                                        ------------     -----------
     Total current liabilities             6,374,000       6,298,000
LONG-TERM DEBT                            13,925,000      14,536,000
                                        ------------     -----------
     Total liabilities                    20,299,000      20,834,000
                                        ------------     -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock - $.01 par value;
  20,000,000 shares authorized;
  6,811,112 shares outstanding at             68,000          68,000
  March 26, 2000 and December 31, 1999
Capital in excess of par value            20,264,000      20,264,000
Retained earnings                          6,396,000       6,432,000
                                        ------------     -----------
                                          26,728,000      26,764,000
Less treasury stock at cost               14,246,000      14,246,000
                                        ------------     -----------
     Total stockholders' equity           12,482,000      12,518,000
                                        ------------     -----------
TOTAL                                   $ 32,781,000    $ 33,352,000
                                        ============    ============
</TABLE>

<PAGE>

                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)
<TABLE>
                                           Thirteen Weeks Ended
                                        --------------------------
                                         March 26,      March 28,
                                           2000           1999
                                        -----------    -----------
<S>                                     <C>            <C>
NET SALES                               $ 6,526,000    $ 7,381,000
                                        -----------    -----------
COSTS AND EXPENSES:
  Cost of sales                           4,688,000      5,837,000
  Selling, general and administrative     1,362,000      1,351,000
  Engineering, research and development     226,000        181,000
                                        -----------    -----------
   Total                                  6,276,000      7,369,000
                                        -----------    -----------
INCOME FROM OPERATIONS                      250,000         12,000
INTEREST EXPENSE -  net                     286,000        306,000
                                        -----------    -----------
LOSS BEFORE  INCOME TAXES                   (36,000)      (294,000)
INCOME TAX BENEFIT                                -              -
                                        -----------    -----------
NET LOSS                                $   (36,000)   $  (294,000)
                                        ===========    ===========
BASIC AND DILUTED
  NET LOSS PER SHARE                    $      (.01)   $      (.05)
                                        ===========    ===========
WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                             5,871,523      5,871,523
                                        ===========    ===========
</TABLE>

<PAGE>

                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE THIRTEEN WEEKS ENDED MARCH 26, 2000 AND MARCH 28, 1999
                              (unaudited)
<TABLE>
                                                              March 26,       March 28,
                                                                2000            1999
                                                            -----------     ------------
<S>                                                         <C>             <C>
OPERATING ACTIVITIES:
Net loss                                                    $   (36,000)    $   (294,000)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
  Depreciation and amortization                                 269,000          400,000

   Provision for slow-moving and obsolete inventories           300,000          100,000
   Provision for doubtful accounts receivable                         -            3,000
   Loss on sale of fixed assets                                       -            3,000

   Change in operating assets and liabilities:
        Accounts receivable                                    (132,000)         253,000
        Inventories                                             206,000       (1,138,000)
        Other current assets                                    240,000          (12,000)
        Other assets                                           (375,000)        (134,000)
        Accounts payable and accrued expenses                   (58,000)        (578,000)
                                                            -----------     ------------
          Cash provided by (used in) operating activities       414,000       (1,397,000)
                                                            -----------     ------------
INVESTING ACTIVITIES:
  Purchase of property and equipment                            (48,000)         (36,000)
                                                            -----------     ------------
        Cash used in investing  activities                      (48,000)         (36,000)
                                                            -----------     ------------
FINANCING ACTIVITIES:
  Proceeds (payments ) from revolving credit loan - net        (375,000)       1,703,000
  Payments of other long-term debt                             (102,000)         (78,000)
                                                            -----------     ------------
        Cash provided by (used in) financing activities        (477,000)       1,625,000
                                                            -----------     ------------
NET INCREASE (DECREASE) IN CASH                                (111,000)         192,000
CASH, BEGINNING OF PERIOD                                     1,874,000           57,000
                                                            -----------     ------------
CASH, END OF PERIOD                                         $ 1,763,000     $    249,000
SUPPLEMENTAL DISCLOSURE:                                    ===========     ============
   Cash payments made for:
    Income taxes                                            $         -     $          -
                                                            ===========     ============
    Interest                                                $   309,000     $    269,000
                                                            ===========     ============
</TABLE>
<PAGE>

                  MILTOPE GROUP INC. AND SUBSIDIARIES

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (unaudited)

1.   Financial  Statements  -    In  the  opinion  of  management,  the
accompanying  unaudited  condensed  consolidated  financial  statements
contain  all  adjustments  necessary (consisting  of  only  normal  and
recurring  accruals) to present fairly the financial  position  of  the
Company and its subsidiaries as of March 26, 2000 and December 31, 1999
and  the  results of operations and cash flows for the  thirteen  weeks
ended March 26, 2000 and March 28, 1999.

The  results for the thirteen weeks ended March 26, 2000 and March  28,
1999  are not necessarily indicative of the results for an entire year.
It is suggested that these consolidated financial statements be read in
conjunction  with  the Company's Annual Report on  Form  10-K  for  the
fiscal year ended December 31, 1999.

     Reclassifications  -  Certain  prior   year  amounts   have   been
reclassified to conform with the 2000 presentation.

2.   Inventories - Net

Inventories consist of the following:

<TABLE>
                            March 26, 2000     December 31, 1999
                            --------------     -----------------
<S>                         <C>                  <C>
Purchased parts and
  subassemblies             $  9,078,000         $  9,659,000
Work-in-process                4,365,000            4,290,000
                            ------------         ------------
Total                       $ 13,443,000         $ 13,949,000
                            ============         ============
</TABLE>

3.   Income Taxes -No income tax benefit has been recognized
related to the net operating losses for the thirteen weeks ended March
26, 2000 and March 28,1999 as they have been fully reserved with a
valuation allowance. Although realization is not assured, management
believes it is more likely than not that the recorded deferred tax
assets, net of valuation allowances provided, will be realized. The
valuation allowances can be adjusted in future periods as the
probability of realization of the deferred tax assets change.

4.   Segment Information - The Company's reportable segments are
organized around its two main products and services segments,
Military/Rugged and Commercial.  Through its military/rugged segment,
the Company is engaged in the design, manufacture and testing of
computer and computer peripheral equipment for military and other
specialized applications requiring reliable operations in severe land,
sea and airborne environments. These products are generally sold by the
Company's business development group through the federal government bid
process. The Company's commercial segment designs, develops,
manufactures and markets commercial computer related products primarily
for transportation, telecommunications and in-field maintenance
markets.  These products are sold through an established network of
marketing representatives and Company employed sales people to a broad
base of customers both international and domestic.  The accounting
policies of the segments are the same as those described in the summary
of significant accounting policies.  The Company's determination of
segment operating profit (loss) does not reflect other income (expense)
or income taxes.


<PAGE>

Thirteen Weeks Ended March 26, 2000 and March 28, 1999
------------------------------------------------------

<TABLE>
                                                                                      General
    March 28, 1999                     Military/Rugged   Commercial   Eliminations   Corporate   Consolidated
    --------------                     ---------------  -----------   ------------   ---------   ------------
    <S>                                  <C>            <C>           <C>           <C>          <C>
    Net sales from external customers    $  4,401,000   $ 2,980,000   $          -               $  7,381,000
                                         ============   ===========   ============               ============
    Segment operating profit (loss)      $   (178,000)  $   190,000$             -               $     12,000
                                         ============   ===========   ============               ============
    Identifiable assets                  $ 25,210,000   $ 8,705,000   $          -  $ 5,776,000  $ 39,691,000
                                         ============   ===========   ============  ===========  ============
    Capital expenditures                 $     21,000   $    15,000                              $     36,000
                                         ============   ===========                              ============
    Depreciation and amortization        $    256,000   $   144,000                              $    400,000
                                         ============   ===========                              ============
</TABLE>
<TABLE>
                                                                                      General
    March 26, 2000                     Military/Rugged   Commercial   Eliminations   Corporate   Consolidated
    --------------                     ---------------   ----------   ------------   ---------   ------------
    <S>                                  <C>            <C>           <C>           <C>          <C>
    Net sales from external customers    $  3,066,000   $ 3,460,000   $          -               $  6,526,000
                                         ============   ===========   ============               ============
    Segment operating profit (loss)      $   (231,000)  $   481,000   $          -               $    250,000
                                         ============   ===========   ============               ============
    Identifiable assets                  $ 17,614,000   $ 7,285,000   $          -  $ 7,882,000  $ 32,781,000
                                         ============   ===========   ============  ===========  ============
    Capital expenditures                 $     23,000   $    25,000                              $     48,000
                                         ============   ===========                              ============
    Depreciation and amortization        $    175,000   $    94,000                              $    269,000
                                         ============   ===========                              ============
</TABLE>
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The  following  discussion includes certain forward looking  statements
which are affected by important factors including, but not limited  to,
actions of competitors, termination of contracts at the convenience  of
the United States government, customer funding variations in connection
with multi-year contracts and follow-on options that could cause actual
results to differ materially from forward looking statements.

GENERAL
-------
      The  following  discussion and analysis presents certain  factors
affecting the Company's results of operations for thirteen weeks  ended
March 26, 2000, as compared to thirteen weeks ended March 28, 1999.

RESULTS OF OPERATIONS
---------------------
Thirteen  weeks ended  March 26, 2000 compared to thirteen weeks  ended
March 28, 1999
-----------------------------------------------------------------------
      Net  sales  for  the thirteen weeks ended March 26,  2000  (first
quarter of 2000) were $6,526,000 compared to net sales for the thirteen
weeks ended March 28, 1999 (first quarter of 1999) of $7,381,000.   The
decrease in sales was primarily the result of a delay in receiving  the
SPORT delivery order for the 2000 time frame. The delay in the delivery
order  received  in  January, 2000, has resulted in SPORT  units  being
built and shipped over three quarters rather than four.

      The  gross  margin percentage for the first quarter of  2000  was
28.2% compared with 20.9% for the same period in 1999. The increase  is
attributable  to a more favorable product mix in the first  quarter  of
2000.

     Selling, general and administrative expenses for the first quarter
of  2000  increased .8% from the first quarter of 1999, to  $1,362,000.
These expenses as a percent of sales were 20.9% in the first quarter of
2000 compared to18.3% for the similar period in 1999. The increase as a
percent  of  sales  was  primarily attributable to  increased  bid  and
proposal expenses and lower sales.

      Company  sponsored engineering, research and development expenses
for the first quarter of 2000 increased 24.9% from the first quarter of
1999,  to $226,000.  These expenses as a percentage of sales were  3.5%
in the first quarter of 2000 compared to 2.5% for the similar period in
1999. The increase is attributable to increases in certain research and
development projects and lower sales.

      Interest  expense, net of interest income, was  $286,000  in  the
first  quarter of 2000 compared to $306,000 for the similar  period  in
1999.  The decrease reflects decreased debt compared to the prior year.

      Net  loss for the first quarter of 2000 decreased from the  first
quarter  of 1999 to a loss of $36,000. The basic and diluted  loss  per
share  was $0.01 for the first quarter of 2000 as compared to the basic
and  diluted  loss per share of $0.05 for the similar  period  in  1999
based on a weighted average of 5,871,523 shares of the Company's common
stock outstanding for the first quarter of 2000 and 1999.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
      Working  capital  approximated  $13,295,000  at  March  26,  2000
compared  to  $14,097,000  at December 31,  1999.  Accounts  receivable
increased  approximately  $132,000  as  a  result  of  slower   foreign
receivables  collections partially offset by decreased  sales  for  the
quarter.  Inventories decreased approximately $506,000 as a  result  of
continued  improvement in planning and procurement processes  partially
offset by increases in inventories as a result of anticipated increased
sales   in   the   second  quarter.  Other  current  assets   decreased
approximately $240,000 as a result of a reclassification of a net inter-
company   payable  to  accrued  expenses.  Accounts  payable  decreased
approximately  $438,000  reflecting  normal  payment  terms  and  lower
inventory levels.  Accrued expenses increased approximately $381,000 as
a  result  of  a  reclassification of a net  inter-company  payable  to
accrued expenses. Current maturities of long-term debt increased due to
the  reclassification of certain contract related liabilities partially
off set by repayments made against the outstanding bank debt.

      The  Company's  $15,000,000 revolving credit agreement  with  its
primary  lender matured on May 31, 1999 and was converted into  a  term
loan payable in twelve equal quarterly installments commencing  August,
1999.  As  of  May  10,  2000 the Company was in  compliance  with  all
requirements under the term loan. The Company has committed to continue
its  search for a lender to replace the existing term loan. In the near
term the  Company  anticipates  its  cash position as being adequate to
sustain the Company's ongoing  financial  commitments.   The  Company's
accounts  receivable, contract  rights  and inventories are pledged  as
collateral to the agreement.

     The  credit agreement referenced above includes various provisions
requiring  the maintenance of certain financial ratios and  limitations
on  (i)  transactions with affiliates, (ii) other debt and  guarantees,
(iii)  investment in, and advances to, other entities, and (iv) payment
of  dividends.  At  December 31, 1999, the Company was  in  default  of
certain  financial ratio requirements related to minimum net worth  and
cash flows measured annually and to total liabilities and tangible  net
worth measured quarterly. The Company obtained a letter dated March 28,
2000, from the primary lender waiving all violations as of December 31,
1999;  revising the ratio requirement for total liabilities to tangible
net worth for the measurement dates in 2000; and revising the principal
payment requirements for 2000 to a total of $1,875,000.

YEAR 2000 ISSUES
----------------
Year 2000 Compliance

     In 1998, the Company developed and began implementing a plan to
review its overall Year 2000 exposure and other issues surrounding Year
2000 compliance. The plan encompassed the Company's mission critical
information technology systems, its vendors, its customers and its
products.

     As of May 10, 2000, the Company has experienced no computer
related problems as a result of the Year 2000 issue in any of the areas
referred to above. In addition, the Company is not currently aware of
any circumstances that would indicate a likely Year 2000 related
problem in the future. However, the Company will continue to monitor
its Year 2000 compliance.

     The Company has spent less than $250,000 in conjunction with its
Year 2000 remediation and no significant additional expenditures are
anticipated.

SUBSEQUENT EVENTS
-----------------
      Subsequent  to March 26, 2000, the Company sold its  facility  in
Troy,  Alabama  to  an  unrelated third party  for  a  sales  price  of
$900,000.   The Company will record a gain of approximately $27,000  in
the  quarter ended June 25, 2000. The proceeds of the sale will be used
to reduce the Industrial Revenue Authority Bonds.

<PAGE>

PART II - OTHER INFORMATION
---------------------------
Item 1 - Legal Proceedings

     The  Company,  from  time  to time,  is  a  party  to  pending  or
     threatened   legal  proceedings  and  arbitrations.   Based   upon
     information presently available, and in light of legal  and  other
     defenses  available to the Company, management does  not  consider
     liability  from  any  threatened  or  pending  litigation  to   be
     material.

Item 6 - Exhibits and Reports on Form 8-K

       (a) Exhibits

            27.  Financial Data Schedule

       (b) Reports on Form 8-K

             None

Item 7a - Quantitative and Qualitative Disclosures About Market Risk

     Market risk is the risk of loss arising from adverse changes in
market prices and interest rates.  The Company is exposed to interest
risk inherent in its financial instruments.  The Company is not
currently subject to foreign currency or commodity price risk.  The
Company manages its exposure to these market risks through its regular
operating and financing activities.

     The Company has a revolving credit loan and an Industrial
Development Authority Bond Issue that are exposed to changes in
interest rates during the course of their maturity.  Both debt
instruments bear interest at current market rates and thus approximate
fair market value.  The Company manages its interest rate risk by (a)
periodically retiring and issuing debt and (b) periodically fixing the
interest rate on the London Inter Bank Offered Rate (LIBOR) portion of
its revolving credit loan for 30 to 60 days in order to minimize
interest rate swings.  A 10% increase in interest rates would affect
the Company's variable debt obligations and could potentially reduce
future earnings by a maximum of approximately $94,000.

<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.



                                   MILTOPE GROUP INC.


                            By:  /s/ Thomas R. Dickinson
                               ---------------------------------
                               Thomas R. Dickinson,
                               President  and  Chief  Executive Officer
                               (Principle Executive Officer)




Dated:  May  10, 2000