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 June 30, 2002                     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.)


 3800 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 latest practicable date.
Outstanding at July 26, 2002: 5,878,034 shares of Common Stock, $.01
par value.
<PAGE>
<TABLE>


                    PART I - FINANCIAL INFORMATION
                  MILTOPE GROUP INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
              (unaudited - numbers rounded to thousands)

                                          June 30,     December 31,
ASSETS                                      2002          2001
                                        -----------    -----------
<S>                                     <C>            <C>
CURRENT ASSETS:
 Cash                                   $   236,000    $ 1,120,000
 Accounts receivable                      8,429,000      7,188,000
 Inventories                             11,690,000     11,416,000
 Deferred income taxes                      945,000      1,339,000
 Other current assets                       313,000        389,000
                                        -----------    -----------
      Total current assets               21,613,000     21,452,000
                                        -----------    -----------
PROPERTY AND EQUIPMENT - at cost:
 Machinery and equipment                  8,406,000      7,588,000
 Furniture and fixtures                   1,592,000      1,588,000
 Land, building and improvements          6,396,000      6,702,000
                                        -----------    -----------
      Total property and equipment       16,394,000     15,878,000
  Less accumulated depreciation          10,191,000     10,058,000
                                        -----------    -----------
        Property and equipment - net      6,203,000      5,820,000
                                        -----------    -----------
DEFERRED INCOME TAXES                     3,219,000      2,825,000
OTHER ASSETS                                263,000        497,000
                                        -----------    -----------
TOTAL                                   $31,298,000    $30,594,000
                                        ===========    ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES:
 Accounts payable                       $ 7,176,000    $ 6,972,000
 Accrued expenses                         2,614,000      2,783,000
 Short-term debt                            540,000        640,000
 Current maturities of long-term debt     4,441,000      3,845,000
                                        -----------    -----------
      Total current liabilities          14,771,000     14,240,000
LONG-TERM DEBT                            5,228,000      6,650,000
OTHER LIABILITIES                         1,002,000      1,065,000
                                        -----------    -----------
     Total liabilities                   21,001,000     21,955,000
                                        -----------    -----------
CONTINGENCIES (Note 4)
STOCKHOLDERS' EQUITY:
 Common stock - $.01 par value;
 20,000,000 shares authorized;               68,000         68,000
 6,811,112 shares outstanding
Capital in excess of par value           24,519,000     24,519,000
Accumulated deficit                        (143,000)    (1,702,000)
                                        -----------    -----------
                                         24,444,000     22,885,000
Less treasury stock at cost              14,147,000     14,246,000
                                        -----------    -----------
     Total stockholders'equity           10,297,000      8,639,000
                                        -----------    -----------
TOTAL                                   $31,298,000    $30,594,000
                                        ===========    ===========

</TABLE>
See Notes To Condensed Consolidated Financial Statements
<PAGE>
<TABLE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              (unaudited - numbers rounded to thousands)

                                           Thirteen Weeks Ended
                                          -------------------------
                                           June 30,       July 1,
                                             2002          2001
                                          -----------   -----------
<S>                                       <C>           <C>
NET SALES                                 $11,053,000   $11,387,000
COSTS AND EXPENSES:
  Cost of sales                             8,907,000     9,798,000
  Selling, general and administrative       1,264,000     1,477,000
  Engineering, research and development       266,000       356,000
                                          -----------   -----------
   Total                                   10,437,000    11,631,000
                                          -----------   -----------
INCOME (LOSS) FROM OPERATIONS                 616,000      (244,000)
OTHER INCOME (EXPENSE):
  Interest expense                           (145,000)     (224,000)
  Interest income                               6,000        35,000
                                          -----------   -----------
   Total                                     (139,000)     (189,000)
                                          -----------   -----------
INCOME (LOSS) BEFORE INCOME TAXES             477,000      (433,000)
INCOME TAXES                                        -             -
                                          -----------   -----------
NET INCOME (LOSS)                         $   477,000   $  (433,000)
                                          ===========   ===========
BASIC AND DILUTED NET INCOME
  (LOSS) PER SHARE                        $       .08    $     (.08)
                                          ===========   ===========
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING:
  BASIC                                     5,875,077     5,871,523
                                          ===========   ===========
  DILUTED                                   6,027,084     5,871,523
                                          ===========   ===========

</TABLE>
See Notes To Condensed Consolidated Financial Statements
<PAGE>
<TABLE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              (unaudited - numbers rounded to thousands)

                                          Twenty-Six Weeks Ended
                                         -------------------------
                                           June 30,       July 1,
                                            2002           2001
                                         -----------   -----------
<S>                                      <C>           <C>
NET SALES                                $20,407,000   $21,380,000
                                         -----------   -----------
COSTS AND EXPENSES:
 Cost of sales                            15,486,000    18,176,000
 Selling, general and administrative       2,450,000     3,031,000
 Engineering, research and development       579,000       515,000
                                         -----------   -----------
   Total                                  18,515,000    21,722,000
INCOME (LOSS) FROM OPERATIONS              1,892,000      (342,000)
OTHER INCOME (EXPENSE):
   Interest expense                         (259,000)     (481,000)
   Interest income                            16,000        79,000
                                         -----------   -----------
     Total                                  (243,000)     (402,000)
                                         -----------   -----------
INCOME (LOSS) BEFORE INCOME TAXES          1,649,000      (744,000)
INCOME TAXES                                       -             -
                                         -----------   -----------
NET INCOME (LOSS)                        $ 1,649,000   $  (744,000)
                                         ===========   ===========
NET INCOME (LOSS) PER SHARE:
  BASIC                                  $       .28   $      (.13)
                                         ===========   ===========
  DILUTED                                $       .28   $      (.13)
                                         ===========   ===========
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING:
  BASIC                                    5,874,149     5,871,523
                                         ===========   ===========
  DILUTED                                  5,989,674     5,871,523
                                         ===========   ===========
</TABLE>
See Notes To Condensed Financial Statements
<PAGE>
<TABLE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
     FOR THE TWENTY-SIX WEEKS ENDED JUNE 30, 2002 AND JULY 1, 2001
              (unaudited - numbers rounded to thousands)

                                                           June 30,      July 1,
                                                            2002          2001
OPERATING ACTIVITIES:                                   -----------   -----------
<S>                                                     <C>           <C>
Net income (loss)                                       $ 1,649,000   $  (744,000)
Adjustments to reconcile net income
(loss) to net cash
  provided by operating activities:
   Depreciation and amortization                            459,000       526,000
    Provision for slow-moving and obsolete inventories      600,000       520,000
    Provision for doubtful accounts receivable              345,000        10,000
    Gain on sale of property and equipment                        -        (5,000)
   Changes in operating assets and liabilities:

        Accounts receivable                              (1,586,000)    1,684,000
        Inventories                                        (874,000)     (586,000)
        Other current assets                                 76,000        72,000
        Other assets                                        219,000         9,000
        Accounts payable and accrued expenses               (28,000)   (1,464,000)
                                                         -----------   -----------
      Net cash provided by operating activities             860,000        22,000
                                                         -----------   -----------
INVESTING ACTIVITIES:
 Purchase of property and equipment                        (827,000)      (76,000)
 Proceeds from sale of property and equipment                     -       156,000
                                                        -----------   -----------
     Net cash provided by (used in) investing activities   (827,000)       80,000
                                                        -----------   -----------
FINANCING ACTIVITIES:
 Proceeds from exercise of stock options                      9,000             -
 Payments of long-term debt                                (926,000)   (1,615,000)
                                                        -----------   -----------
      Net cash used in financing activities                (917,000)   (1,615,000)
                                                        -----------   -----------

NET DECREASE IN CASH                                       (884,000)   (1,513,000)
CASH, BEGINNING OF PERIOD                                 1,120,000     2,711,000
                                                        -----------   -----------
CASH, END OF PERIOD                                     $   236,000   $ 1,198,000
                                                        ===========   ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
   Cash payments made for:
    Income taxes                                        $   173,000   $    87,000
                                                        ===========   ===========
    Interest                                            $   294,000   $   522,000
                                                        ===========   ===========
</TABLE>
See Notes To Condensed Consolidated Financial Statements
<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 June 30, 2002 and December 31,  2001
and  the  results  of operations and cash flows for  the  thirteen  and
twenty-six  weeks  ended June 30, 2002 and July 1, 2001.   All  amounts
presented have been rounded to the nearest thousand.

The  results for the thirteen and twenty-six weeks ended June 30,  2002
and  July 1, 2001 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, 2001.

      Accounting  Estimates  -  The  Company's  consolidated  financial
statements  are  prepared  in  conformity  with  accounting  principles
generally  accepted  in  the United States of  America  which  requires
management  to make estimates and assumptions that affect the  reported
amounts  of assets and liabilities and disclosure of contingent  assets
and  liabilities  at the date of the consolidated financial  statements
and  the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

      Long-Lived Assets - The Company recognizes impairment  losses  on
long-lived assets, except for goodwill and other intangibles which  are
evaluated  under  SFAS No. 142, used in operations when  indicators  of
impairment are present and the undiscounted cash flows estimated to  be
generated  by those assets are less than the assets' carrying  amounts.
In  such  cases, the Company would record an impairment loss to  reduce
long-lived assets to their fair value.

      Revenue  Recognition  - The Company generates  revenue  from  its
operating  segments,  commercial and military/rugged.   All  commercial
products  are  generally priced to the customer on  a  price  per  unit
basis.  The Company recognizes revenue based on the price per  unit  at
the  time delivery of the product is made and title, ownership and risk
of  loss  passes to the customer.  In the military/rugged  segment  the
Company recognizes revenue from fixed price contracts for products when
deliveries are made or work performed and title, ownership and risk  of
loss passes to the customer.  The Company recognizes revenue from cost-
plus-fee  contracts  when  work  is  performed  and  reimbursable   and
allowable  costs  are incurred and estimated fees are earned.   Revenue
for  certain  pre-production services pursuant to  sales  contracts  is
recognized when the service is performed.

     Net Income (Loss) Per Share - Basic and diluted earnings per share
are  computed by dividing the net income (loss) by the weighted average
common shares outstanding (basic EPS) or weighted average common shares
outstanding  assuming  dilution  (diluted  EPS).   Options  that  could
potentially  dilute  basic  net income per share  in  the  future  were
included  in  the computation of diluted net income per share  for  the
thirteen and twenty-six weeks ending June 30, 2002, as detailed below:
<PAGE>
<TABLE>
                                    Thirteen Weeks Ended    Twenty-six Weeks Ended
                                    ---------------------   ----------------------
                                     June 30,    July 1,    June 30,       July 1,
                                      2002        2001        2002          2001
                                    ---------   ---------   ---------    ---------
<S>
Weighted average                    <C>         <C>         <C>          <C>
common shares outstanding - basic   5,875,077   5,871,523   5,874,149    5,871,523

Dilutive effect of stock options      152,007           -     115,525            -
                                    ---------   ---------   ---------    ---------
Weighted average common
shares outstanding - diluted        6,027,084   5,871,523   5,989,674    5,871,523
                                    =========   =========   =========    =========
</TABLE>

   During  a  loss  period, the assumed exercise of  outstanding  stock
options  has  an  anti-dilutive effect.  As a  result,  the  comparable
options are not included in the weighted average shares outstanding  of
5,871,523  used in the calculation of basic and diluted  net  loss  per
share for the thirteen and twenty-six weeks ending July 1, 2001.  Anti-
dilutive options were 80,952 and 395,795 at June 30, 2002 and  July  1,
2001, respectively.

     Recent Accounting Pronouncements - In August 2001, the FASB issued
SFAS  No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets,"  which is effective for fiscal years beginning after  December
15,  2001.  The Company adopted SFAS No. 144 effective January 1, 2002.
The   adoption  of  SFAS  No.  144  had  no  impact  on  the  Company's
consolidated financial statements.

       Reclassifications  -  Certain  prior  years  amounts  have  been
reclassified to conform to the 2002 presentation.

2.   Inventories - Net - Inventories consist of the following:
<TABLE>
                      June 30, 2002     December 31, 2001
                      -------------     -----------------
<S>                    <C>                 <C>
Purchased parts and
  subassemblies        $ 8,481,000         $ 9,246,000

Work-in-process          3,209,000           2,170,000
                       -----------         -----------
Total                  $11,690,000         $11,416,000
                       ===========         ===========
</TABLE>

Inventories  include a reserve for slow-moving and  obsolete  items  of
$1,814,000  and  $2,480,000 at June 30, 2002  and  December  31,  2001,
respectively.

3.    Income Taxes - No income tax expense has been recognized  related
to  the income from operations for the twenty-six weeks ended June  30,
2002  since the Company's income was offset by the utilization  of  its
net  operating  loss  carry forward.  No income tax  benefit  has  been
recognized related to the operating loss for the twenty-six weeks ended
July  1, 2001 as the net operating loss carry forwards 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 allowance 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.   Contingencies:

     Litigation - The Company, from time to time, is a party to pending
or threatened legal proceedings and arbitration in the ordinary course
of business.  Based upon information currently available, and in light
of legal and other defenses available to the Company, management does
not consider any potential liability from any threatened or pending
litigation to be material to the consolidated financial statements.
<PAGE>

     Claims - From time to time the Company may have certain of its
contracts that may be subject to final negotiation or modification with
the customer in the ordinary course of business.  Although the ultimate
outcome of these negotiations or modifications is unknown at December
31, 2001, the Company believes that any additional costs evolving from
these negotiations would not be material to the consolidated financial
statements.


5.   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 or loss is calculated using actual segment
gross margin after direct costs and allocating general corporate
expenses pro rata based on sales of each segment to the total sales.
The Company's determination of segment operating profit (loss) does not
reflect other income (expense) or income taxes.

<TABLE>
Thirteen Weeks Ended June 30, 2002 and July 1, 2001
---------------------------------------------------
                                                                                    General
    June 30, 2002                   Military/Rugged   Commercial   Eliminations    Corporate   Consolidated
    -------------                   ---------------  -----------   ------------   -----------  ------------
    <C>                               <C>            <C>           <C>            <C>          <C>
    Net sales from external customers $ 8,104,000    $ 2,949,000   $          -                $11,053,000
                                      ===========    ===========   ============                ===========
    Segment operating income (loss)   $(1,041,000)   $ 1,657,000   $          -                $   616,000
                                      ===========    ===========   ============                ===========
    Identifiable assets               $18,139,000    $ 8,183,000   $          -   $ 4,976,000  $31,298,000
                                      ===========    ===========   ============   ===========  ===========
    Capital expenditures              $   477,000    $   169,000   $          -                $   646,000
                                      ===========    ===========   ============                ===========
    Depreciation and amortization     $   226,000    $    10,000   $          -                $   236,000
                                      ===========    ===========   ============                ===========

                                                                                   General
    July 1, 2001                    Military/Rugged   Commercial   Eliminations   Corporate    Consolidated
    -------------                   ---------------  -----------   ------------   -----------  ------------
    <C>                               <C>            <C>           <C>            <C>          <C>
    Net sales from external customers $ 8,796,000    $ 2,687,000   $   (96,000)                $11,387,000
                                      ===========    ===========   ============                ===========
    Segment operating loss            $  (235,000)   $    (9,000)  $         -                 $  (244,000)
                                      ===========    ===========   ============                ===========
    Identifiable assets               $18,651,000    $ 6,547,000   $         -   $ 6,596,000   $31,794,000
                                      ===========    ===========   ============   ===========  ===========
    Capital expenditures              $    27,000    $     8,000   $         -                 $    35,000
                                      ===========    ===========   ============                ===========
    Depreciation and amortization     $   251,000    $     1,000   $         -                 $   252,000
                                      ===========    ===========   ============                ===========
</TABLE>
<PAGE>
<TABLE>
Twenty-Six Weeks Ended June 30, 2002 and July 1, 2001
-----------------------------------------------------

                                                                                   General
    June 30, 2002                   Military/Rugged   Commercial   Eliminations   Corporate   Consolidated
    -------------                   ---------------  -----------   ------------   -----------  ------------
    <C>                               <C>            <C>           <C>            <C>          <C>
    Net sales from external customers $14,192,000    $ 6,215,000   $          -               $20,407,000
                                      ===========    ===========   ============                ===========
    Segment operating income (loss)   $  (370,000)   $ 2,262,000   $          -               $ 1,892,000
                                      ===========    ===========   ============                ===========
    Identifiable assets               $18,139,000    $ 8,183,000   $          -  $ 4,976,000  $31,298,000
                                      ===========    ===========   ============   ===========  ===========
    Capital expenditures              $   591,000    $   236,000   $          -               $   827,000
                                      ===========    ===========   ============                ===========
    Depreciation and amortization     $   445,000    $    14,000   $          -               $   459,000
                                      ===========    ===========   ============                ===========

                                                                                   General
    July 1, 2001                    Military/Rugged  Commercial    Eliminations   Corporate   Consolidated
    -------------                   ---------------  -----------   ------------   -----------  ------------
    <C>                               <C>            <C>           <C>            <C>          <C>
    Net sales from external customers $16,060,000   $ 5,416,000    $    (96,000)              $21,380,000
                                      ===========    ===========   ============                ===========
    Segment operating income (loss)   $  (637,000)  $   302,000    $     (7,000)              $  (342,000)
                                      ===========    ===========   ============                ===========
    Identifiable assets               $18,651,000   $ 6,547,000    $          -  $ 6,596,000  $31,794,000
                                      ===========    ===========   ============   ===========  ===========
    Capital expenditures              $    56,000   $    20,000    $          -               $    76,000
                                      ===========    ===========   ============                ===========
    Depreciation and amortization     $   517,000   $     2,000    $      7,000               $   526,000
                                      ===========    ===========   ============                ===========


    December  31, 2001              Military/Rugged  Commercial    Eliminations   Corporate   Consolidated
    ------------------              ---------------  -----------   ------------   -----------  ------------
    <C>                               <C>            <C>           <C>            <C>          <C>
     Identifiable assets              $17,330,000   $ 7,094,000    $      7,000  $ 6,163,000  $30,594,000
                                      ===========    ===========   ============  ===========  ===========

</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.

"SAFE  HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995

     The matters and statements made in this Quarterly Report on Form
10-Q constitute forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934.  All such
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.  Wherever possible,
the Company has identified these forward-looking statements by words
such as "anticipates," "may," "believes," "estimates," "projects,"
"expects" "intends," and words of similar import.  In addition to the
statements included in this Quarterly Report on Form 10-Q, the Company
and its representatives may from time to time make other oral or
written forward-looking statements.  All forward-looking statements
involve certain assumptions, risks and uncertainties that could cause
actual results to differ materially from those included in or
contemplated by the statements.  These assumptions, risks, and
uncertainties include, but are not limited to, general business
conditions, including the timing or extent of any recovery of the
economy, the highly competitive nature of the industry in which the
Company operates, the continued involvement of military forces in the
war on terrorism, the speed with which consumers regain confidence in
the safety of air transportation and other risks and uncertainties.
All such forward-looking statements may be affected by inaccurate
assumptions or by known or unknown risks and uncertainties, and
therefore those statements may turn out to be wrong.  Consequently, no
forward-looking statement can be guaranteed.  Actual future results may
vary materially.

     All forward-looking statements are made as of the date of filing
or publication.  We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise.  Investors are advised, however, to consult
any further disclosures the Company makes in future filings with the
Securities and Exchange Commission or in any of its press releases.

GENERAL

      The  following  discussion and analysis presents certain  factors
affecting  the  Company's results of operations for the thirteen  weeks
and  twenty-six weeks ended June 30, 2002, as compared to the  thirteen
weeks and twenty-six weeks ended July 1, 2001.

<PAGE>
RESULTS OF OPERATIONS

Thirteen  weeks  ended June 30, 2002 compared to thirteen  weeks  ended
July 1, 2001
-----------------------------------------------------------------------

      Net  sales  for  the thirteen weeks ended June 30,  2002  (second
quarter  of  2002)  were $11,053,000 compared  to  net  sales  for  the
thirteen  weeks  ended  July  1,  2001  (second  quarter  of  2001)  of
$11,387,000. Military sales decreased in the second quarter of 2002  to
$8,104,000 as  compared  to $8,796,000  in  the second quarter of 2001.
Commercial sales increased  in the second quarter of 2002 to $2,949,000
from  $2,687,000 in  the second quarter of 2001.  The 7.8% reduction in
military  sales year to year was primarily the result of  the reduction
in SPORT program shipments due to the ending of that program, partially
offset  by  the start  up  in  production  shipments of the Maintenance
Support  Device ("MSD")  and  completion and shipment of first  article
units  of  the Commander's  Interface  Unit for the US Army.   The 9.7%
increase  in commercial  sales  is  directly  attributable to increased
sales  of  in-flight  telephony  servers  in  second quarter of 2002 as
compared to  the second quarter of 2001.

      The  gross margin percentage for the second quarter of  2002  was
19.4% compared to 14.0% for the same period in 2001.  This increase  is
largely  due to the elimination of certain manufacturing costs  related
to  IV  Phoenix Group, Inc. ("PGI").  These cost savings were partially
offset  in  the  second  quarter by expensing of certain  initial  pre-
production  costs  incurred on two significant  programs.   These  pre-
production  costs were approximately $675,000 for the MSD  program  and
approximately $489,000 for the Commander's Interface Unit program.

      Selling,  general  and  administrative expenses  for  the  second
quarter  of  2002 decreased 14.4% from the second quarter of  2001,  to
$1,264,000.   These expenses as a percent of sales were  11.4%  in  the
second  quarter  of  2002 compared to 13.0% for the similar  period  in
2001.  The decrease as a percent of sales is primarily attributable  to
the elimination of certain selling, general and administrative expenses
related to PGI.

      Company  sponsored engineering, research and development expenses
for  the second quarter of 2002 decreased 25.3% from the second quarter
of 2001 to $266,000.  These expenses as a percent of sales were 2.4% in
the  second quarter of 2002 compared to 3.1% for the similar period  in
2001.   The  decrease is primarily attributable to the  elimination  of
engineering expenses related to PGI.

      Interest  expense  was  $145,000 in the second  quarter  of  2002
compared to $224,000 for the similar period in 2001.  The decrease is a
result  of decreased debt balances and reduced interest rates  compared
to the prior year.

      Interest income was $6,000 in the second quarter of 2002 compared
to $35,000 for the similar period in 2001.  The decrease reflects lower
investment  balances  and lower interest rates compared  to  the  prior
year.

      The  consolidated net income for the second quarter of  2002  was
$477,000 compared to a consolidated net loss of $433,000 in the  second
quarter of 2001.  The basic and diluted net income per share was  $0.08
for  the  second  quarter of 2002 based on primary  and  fully  diluted
weighted   average  of  5,875,077  and  6,027,084  shares  outstanding,
respectively.  The basic and diluted net loss per share was  $0.08  for
the  similar  period in 2001 based on a weighted average  of  5,871,523
shares of the Company's common stock outstanding.

<PAGE>

Twenty-six weeks ended June 30, 2002 compared to twenty-six weeks ended
July 1, 2001
-----------------------------------------------------------------------

      Net sales for the first half of 2002 were $20,407,000 compared to
net  sales for the first half of 2001 of $21,380,000.  The decrease  in
sales  was primarily attributable to the completion of the 5 year SPORT
program  prior  to  ramp up of the replacement MSD  program  into  full
production  and the shutdown of PGI in August of 2001.

      The  gross  margin percent for the first half of 2002  was  24.1%
compared to 15.0% for the same period in 2001. This increase is largely
due to the elimination of certain manufacturing costs related to PGI as
well as improved product mix versus the same period of 2001. These cost
savings  were  partially offset in the second quarter by  expensing  of
certain  initial  pre-production  costs  incurred  on  two  significant
programs.  These pre-production costs were approximately  $675,000  for
the   MSD  program  and  approximately  $489,000  for  the  Commander's
Interface Unit program.

     Selling, general and administrative expenses for the first half of
2002 decreased 19.2% from the first half of 2001, to $2,450,000.  These
expenses  as  a percent of sales were 12.0% in the first half  of  2002
compared  to 14.2% for the similar period in 2001.  The decrease  as  a
percent  of  sales  is  primarily attributable to  the  elimination  of
certain selling, general and administrative expenses related to PGI and
continued focus on cost improvement in all areas of the Company.

      Company  sponsored engineering, research and development expenses
for the first half of 2002 increased 12.4% from the first half of 2001,
to  $579,000.  These expenses as a percent of sales were  2.8%  in  the
first  half of 2002 compared to 2.4% for the first half of  2001.   The
increase  in  Company funded engineering cost is primarily attributable
to  continued  development in the airborne commercial sector  partially
offset by the elimination of engineering expenses related to PGI.

      Interest expense was $259,000 in the first half of 2002  compared
to  $481,000  for  the similar period in 2001.  The  decrease  reflects
decreased  debt  and reduced interest rates as compared  to  the  prior
year.

      Interest income was $16,000 in the first half of 2002 compared to
$79,000  for  the similar period in 2001.  The decrease reflects  lower
investment  balances  and lower interest rates compared  to  the  prior
year.

      The  consolidated  net  income for the first  half  of  2002  was
$1,649,000 compared to a consolidated net loss of $744,000 in the first
half  of 2001.  The basic net income per share was $0.28 for the second
half of 2002 based on weighted average of 5,874,149 shares outstanding.
The  diluted net income per share was $0.28 based on a diluted weighted
average  of  5,989,674 shares outstanding.  The basic and  diluted  net
loss  per  share was $0.13 for the similar period in 2001  based  on  a
weighted  average  of  5,871,523 shares of the Company's  common  stock
outstanding.
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
      Working  capital  was  $6,842,000 at June 30,  2002  compared  to
$7,212,000  at  December  31,  2001.   Accounts  receivable   increased
$1,241,000 as a result of increased sales in June of 2002 versus  sales
in  December of 2001.  Inventory levels increased $274,000 compared  to
December 31, 2001 balances as a result of the delay in ramping the  MSD
program  into  full  production.  Accounts payable  increased  $204,000
reflecting  higher  levels of inventory during  the  quarter.   Current
maturities of long-term debt increased $596,000 reflecting the  current
status on certain of the Company's debt instruments.

      Capital expenditures totaled $827,000 for the first half of  2002
compared  to $76,000 in the first half of 2001.  The increase  in  2002
over  2001  is  due to capitalization of tooling and test equipment  in
relation  to the MSD five-year rugged laptop computer contract  awarded
to  Miltope in May of 2001 coupled with expenditures made to update and
secure Miltope's information systems technological infrastructure.  The
Company  expects capital expenditures for the full year 2002 to  exceed
2001  as  the remaining tooling and test equipment needed for  the  MSD
contract are procured.  Depreciation and amortization expense  for  the
first  half of 2002 totaled $459,000 compared to $526,000 for the first
half  of 2001.  Depreciation and amortization expense for the remainder
of 2002 is expected to be approximately $550,000.

      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
of 1999.  The payout of this term loan was extended by the bank through
February 2004.  As of June 30, 2002 the Company was in compliance  with
all  requirements under this term loan.  The Company has  been  funding
short-term cash needs through operations since 1999 without a revolving
credit  agreement and expects to continue doing so for the  near  term.
The  Company  will seek additional short-term financing as these  needs
develop.  The  Company's  accounts  receivable,  contract  rights   and
inventories are pledged as collateral to the agreement.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------
      In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment  or  Disposal of Long-Lived Assets," which is effective  for
fiscal  years  beginning after December 15, 2001.  The Company  adopted
SFAS  No. 144 effective January 1, 2002.  The adoption of SAS  No.  144
had no impact on the Company's consolidated financial statements.

CRITICAL ACCOUNTING POLICIES
----------------------------
      Our  Annual  Report on Form 10-K for the year ended December  31,
2001  included  a  list  of accounting policies  that  we  believe  are
critical  to  the  portrayal of the Company's  financial  position  and
results of operations.

<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 4 - Submission of Matters to a Vote of Security Hlders

       The Annual Meeting of Shareholders of the Company was held on
April 25, 2002 at which the following matters were brought before and
voted upon by the shareholders.

    1.   The election of the following to the Board of Directors to
         serve until the 2003 Annual Meeting of Shareholders.
<TABLE>
                                   For       Against     Abstain
                                ---------    -------     -------
         <S>                    <C>            <C>        <C>
         Teddy G. Allen         5,592,919      - 0-       22,305
         William L. Dickinson   5,592,919      - 0-       22,305
         William Mustard        5,592,919      - 0-       22,305
         Jan H. Stenbeck        5,592,919      - 0-       22,305
         Henry Guy              5,592,919      - 0-       22,305
         Jerry O. Tuttle        5,592,919      - 0-       22,305
</TABLE>

Item 5 - Other Information

       The   Company   has  utilized  the  "exceptional   and   limited
circumstances"   provision,  in  accordance   with   Marketplace   Rule
4350(d)(2)(B), to appoint a non-independent director, Henry Guy, to its
audit  committee.  On May 17, 2002, Miltope received notification  from
NASDAQ  that  the  Company was in compliance with the above  referenced
Rules.

Item 6 - Exhibits and Reports on Form 8-K

       (a) Exhibits
           ---------
          99.1 Certification of Principal Financial Officer
          99.2 Certification of Principal Executive Officer

       (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.  An increase in interest rates of 1% would affect
the Company's variable debt obligations and could potentially reduce
future earnings by a maximum of approximately $52,000.

<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/ Tom B. Dake
                                      ---------------------------------
                                     Tom B. Dake,
                                     Vice President Finance and Chief
                                     Financial Officer
                                     (Principal Accounting Officer)


Dated:  August 12, 2002