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 September 28, 2003                 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 by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).  Yes___ No _X_

    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 October 24, 2003:  5,962,623 shares of Common
Stock, $.01 par value.

<PAGE>
                    PART I - FINANCIAL INFORMATION
                  MILTOPE GROUP INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                              (unaudited)
<TABLE>
                                                      September 28,   December 31,
ASSETS                                                    2003            2002

<S>                                                     <C>           <C>
CURRENT ASSETS:
 Cash                                                   $   151,000    $   589,000
 Accounts receivable, net of allowance of $113,000        8,704,000      7,799,000
   (2003) and $344,000 (2002)
 Inventories                                             15,746,000     11,527,000
 Deferred income taxes                                    1,666,000      1,816,000
 Other current assets                                       447,000        371,000
                                                        -----------    -----------
      Total current assets                               26,714,000     22,102,000
                                                        -----------    -----------
PROPERTY AND EQUIPMENT - at cost:
 Machinery and equipment                                  8,029,000      7,625,000
 Furniture and fixtures                                   1,511,000      1,526,000
 Land, building and improvements                          6,060,000      6,246,000
                                                        -----------    -----------
      Total property and equipment                       15,600,000     15,397,000
 Less accumulated depreciation                           10,084,000      9,659,000
                                                        -----------    -----------
        Property and equipment - net                      5,516,000      5,738,000
                                                        -----------    -----------
DEFERRED INCOME TAXES                                     3,844,000      5,126,000
OTHER ASSETS                                                394,000        437,000
                                                        -----------    -----------
TOTAL                                                   $36,468,000    $33,403,000
                                                        ===========    ===========
LIABILITIES AND STOCKHOLDERS'EQUITY
CURRENT LIABILITIES:
 Accounts payable                                       $ 8,843,000     $7,573,000
 Accrued expenses                                         2,356,000      2,061,000
 Short-term debt                                            290,000        515,000
 Current maturities of long-term debt                     1,175,000      1,781,000
                                                        -----------    -----------
      Total current liabilities                          12,664,000     11,930,000
LONG-TERM DEBT                                            7,002,000      7,216,000
OTHER LIABILITIES                                           645,000        945,000
                                                        -----------    -----------
     Total liabilities                                   20,311,000     20,091,000
                                                        -----------    -----------
CONTINGENCIES (Note 4)
STOCKHOLDERS' EQUITY:
Common stock - $.01 par value; 20,000,000 shares
 authorized; 6,811,112 shares outstanding                    68,000         68,000

Capital in excess of par value                           24,519,000     24,519,000
Retained earnings                                         4,798,000      2,858,000
                                                        -----------    -----------
                                                         29,385,000     27,445,000
Less treasury stock at cost, 848,489
 and 932,203 shares at September 28,2003
 and December 31,2002, respectively                      13,228,000     14,133,000
                                                        -----------    -----------
     Total stockholders' equity                          16,157,000     13,312,000
                                                        -----------    -----------
TOTAL                                                   $36,468,000    $33,403,000
                                                        ===========    ===========
</TABLE>

See Notes To Condensed Consolidated Financial Statements

<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                              (unaudited)

<TABLE>
                                             Thirteen Weeks Ended
                                          ---------------------------
                                          September 28,  September 29,
                                               2003          2002
                                          ------------   ------------
<S>                                        <C>           <C>
NET SALES                                  $17,195,000   $12,784,000
                                           -----------   -----------
COSTS AND EXPENSES:
  Cost of sales                             12,978,000    10,485,000

  Selling, general and administrative        2,184,000     1,550,000

  Engineering, research and development        158,000       240,000
                                           -----------   -----------
   Total                                    15,320,000    12,275,000
                                           -----------   -----------
INCOME FROM OPERATIONS                       1,875,000       509,000

OTHER INCOME (EXPENSE):
  Interest expense                             (75,000)     (188,000)

  Interest income                                5,000         5,000
                                           -----------   -----------
   Total                                       (70,000)     (183,000)
                                           -----------   -----------
INCOME BEFORE INCOME TAXES                   1,805,000       326,000

INCOME TAXES                                   661,000             -
                                           -----------   -----------
NET INCOME                                 $ 1,144,000   $   326,000
                                           ===========   ===========
NET INCOME PER SHARE

  BASIC                                    $      0.19   $      0.06
                                           ===========   ===========
  DILUTED                                  $      0.18   $      0.05
WEIGHTED AVERAGE NUMBER OF                 ===========   ===========
SHARES OUTSTANDING:
  BASIC                                      5,928,321     5,878,207
                                           ===========   ===========
  DILUTED                                    6,193,773     6,020,293
                                           ===========   ===========
</TABLE>

See Notes To Condensed Consolidated Financial Statements
<PAGE>


                  MILTOPE GROUP INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                              (unaudited)
<TABLE>
                                          Thirty-Nine Weeks Ended
                                        -----------------------------
                                        September 28,   September 29,
                                             2003           2002
                                        -------------   -------------
<S>                                      <C>            <C>

NET SALES                                $50,796,000    $33,191,000
                                         -----------    -----------
COSTS AND EXPENSES:

 Cost of sales                            39,477,000     25,971,000

  Selling, general and administrative      6,427,000      4,000,000

  Engineering, research and development      386,000        819,000
                                         -----------    -----------
   Total                                  46,290,000     30,790,000
                                         -----------    -----------
INCOME FROM OPERATIONS                     4,506,000      2,401,000

OTHER INCOME (EXPENSE):

   Interest expense                         (286,000)      (447,000)

   Interest income                             6,000         21,000
                                         -----------    -----------
     Total                                  (280,000)      (426,000)
                                         -----------    -----------
INCOME BEFORE INCOME TAXES                 4,226,000      1,975,000

INCOME TAXES                               1,561,000              -
                                         -----------    -----------
NET INCOME                               $ 2,665,000    $ 1,975,000
                                         ===========    ===========
NET INCOME PER SHARE:

  BASIC                                  $       .45    $       .34
                                         ===========    ===========
  DILUTED                                $       .43    $       .33
                                         ===========    ===========
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING:

  BASIC                                    5,900,881      5,874,671
                                         ===========    ===========
  DILUTED                                  6,133,212      6,000,677
                                         ===========    ===========
</TABLE>

See Notes To Condensed Consolidated Financial Statements
<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2003 AND SEPTEMBER 29,
                                 2002
                              (unaudited)
<TABLE>

                                                               September 28,  September 29,
                                                                    2003           2002
                                                               -------------  -------------
OPERATING ACTIVITIES:
<S>                                                             <C>            <C>
Net income                                                      $ 2,665,000    $ 1,975,000
Adjustments to reconcile net income to net cash
provided by operating activities:
  Depreciation and amortization                                     672,000        705,000
   Provision for slow-moving and obsolete inventories               458,000        850,000
   Provision for (recovery of) doubtful accounts receivable        (123,000)       353,000
  Deferred income taxes                                           1,431,000              -
  (Gain) loss on sale of property and equipment                      (5,000)        15,000
  Change in operating assets and liabilities:


        Accounts receivable                                        (782,000)    (2,810,000)
        Inventories                                              (4,677,000)    (2,209,000)

        Other current assets                                        (75,000)       (65,000)
        Other assets                                                 (2,000)       217,000
         Accounts payable and accrued expenses                    1,287,000      3,151,000
                                                                -----------    -----------
      Net cash provided by operating activities                     849,000      2,182,000
                                                                -----------    -----------
INVESTING ACTIVITIES:

  Purchase of property and equipment                               (423,000)      (954,000)
                                                                -----------    -----------
      Net cash used in investing activities                        (423,000)      (954,000)
                                                                -----------    -----------
FINANCING ACTIVITIES:

  Proceeds from exercise of stock options                           180,000         10,000
  Net proceeds from line of credit                                7,471,000              -
  Payments of long-term debt                                     (8,515,000)    (1,386,000)
                                                                -----------    -----------
      Net cash used in financing activities                        (864,000)    (1,376,000)
                                                                -----------    -----------
NET DECREASE IN CASH                                               (438,000)      (148,000)

CASH, BEGINNING OF PERIOD                                           589,000      1,120,000
                                                                -----------    -----------
CASH, END OF PERIOD                                             $   151,000    $   972,000
                                                                ===========    ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:

   Cash payments made for:

    Income taxes                                                $   227,000    $   244,000
                                                                ===========    ===========
    Interest                                                    $   320,000    $   400,000
                                                                ===========    ===========

</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 September 28, 2003 and December  31,
2002 and the results of operations and cash flows for the thirteen  and
thirty-nine weeks ended September 28, 2003 and September 29, 2002.  All
amounts presented have been rounded to the nearest thousand.

The  results for the thirteen and thirty-nine weeks ended September 28,
2003  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, 2002.

      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  - In accordance with Statement  of  Financial
Accounting  Standards ("SFAS") 144, Accounting for  the  Impairment  or
Disposal  of  Long-Lived  Assets, the Company  reviews  its  long-lived
assets  and  identifiable  intangibles for impairment  when  events  or
changes  in  circumstances indicate that the carrying amount  of  these
assets may not be recoverable based on estimates of future undiscounted
cash  flows without interest charges.  An impairment loss is recognized
only  if  the  carrying amount of the asset is not recoverable  and  is
measured  as  the difference between the carrying amount and  the  fair
value  of the asset.  Assets held for disposal, if any, are carried  at
the lower of carrying amount or fair value, less estimated cost to sell
such assets.

      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.

      Stock Based Compensation - At September 28, 2003, the Company has
two  stock based compensation plans which are described more  fully  in
Note  8  to the Company's Financial Statements presented in the  Annual
Report  on Form 10-K for the year ended December 31, 2002.  The Company
accounts   for  those  plans  under  the  recognition  and  measurement
principles  of  Accounting Principles Board  ("APB")  Opinion  No.  25,
Accounting  for Stock Issued to Employees, and Related Interpretations.
No  stock-based employee compensation cost is reflected in net  income,
as  this amount is insignificant.  The following table illustrates  the
effect  on  net  income and net income per share  if  the  Company  had
applied  the  fair value recognition provisions of SFAS  Statement  No.
123,  Accounting for Stock-Based Compensation, to stock-based  employee
compensation:
<PAGE>
<TABLE>
                                                  Thirteen Weeks Ended
                                               ----------------------------
                                               September 28,  September 29,
                                                    2003          2002
                                               -------------  -------------
<S>                                             <C>            <C>
Net income, as reported:                        $ 1,144,000    $  326,000

Deduct:  Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects                                 (57,000)      (56,000)
                                                -----------    ----------
Pro forma net income                            $ 1,087,000    $  270,000
                                                ===========    ==========

Basic net income per share:

 As reported                                    $      0.19    $     0.06

 Pro forma                                      $      0.18    $     0.05


Diluted net income per share:

 As reported                                    $      0.18    $     0.05

 Pro forma                                      $      0.18    $     0.04




                                            Thirty-Nine Weeks Ended
                                          ----------------------------
                                          September 28,   September 29,
                                              2003              2002
                                          -------------   -------------
<S>                                        <C>             <C>
Net income, as reported:                   $ 2,665,000     $ 1,975,000

Deduct:  Total stock-based employee
 compensation expense determined under
 fair value based method for
 all awards, net of related tax effects        (90,000)       (130,000)
                                          -------------    -----------

Pro forma net income                       $ 2,575,000     $ 1,845,000
                                           ===========     ===========
Basic net income per share:

 As reported                               $      0.45     $      0.34

 Pro forma                                 $      0.44     $      0.31


Diluted net income per share:

 As reported                               $      0.43     $      0.33

 Pro forma                                 $      0.42     $      0.31

</TABLE>

For  purposes  of  SFAS 123, the weighted average  fair  value  of  the
options granted during 2003 and 2002 is estimated on the date of  grant
using   the  Black-Scholes  option-pricing  model  with  the  following
assumptions:

<TABLE>

                            September 28,  September 29,
                                2003           2002
                            -------------  -------------
<S>                            <C>            <C>
Expected life (years)           10.0             10.0

Risk-free interest rate         5.51%            5.00%

Dividend rate                      0%               0%

Expected volatility            99.16%          111.42%

</TABLE>
<PAGE>

      Net  Income Per Share - Basic and diluted earnings per share  are
computed  by  dividing  the net income 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 thirty-nine weeks ending September 28, 2003 and September
29, 2002, as detailed below:
<TABLE>
                                    Thirteen Weeks Ended       Thirty-nine Weeks Ended
                                 --------------------------- ---------------------------
                                 September 28, September 29, September 28, September 29,
                                     2003          2002          2003          2002
                                 ------------- ------------- ------------- -------------
<S>                                <C>         <C>           <C>           <C>
Weighted average common
shares outstanding - basic         5,928,321   5,878,207     5,900,881      5,874,671

Dilutive effect of stock options     265,452     142,086       232,331        126,006
                                   ---------   ---------     ---------      ---------
Weighted average common
shares outstanding - diluted       6,193,773   6,020,293     6,133,212      6,000,677
                                   =========   =========     =========      =========
</TABLE>

     All  options that would have an anti-dilutive effect on net income
per  share  if exercised were excluded from the computation of  diluted
net  income  per  share.  Anti-dilutive options for the  thirteen  week
periods ended September 28, 2003 and September 29, 2002 were 3,361  and
35,952, respectively.  Anti-dilutive options for the thirty-nine  weeks
ended  September  28,  2003  and September 29,  2002  were  14,393  and
197,952, respectively.


2.   Inventories - Net - Inventories consist of the following:

<TABLE>
                       September 28, 2003    December 31, 2002
                       ------------------    -----------------

<S>                      <C>                    <C>
Purchased parts and
  Subassemblies          $14,000,000            $ 8,578,000

Work-in-process            1,746,000              2,949,000
                         -----------            -----------
Total                    $15,746,000            $11,527,000
                         ===========            ===========

</TABLE>

Inventories  include a reserve for slow-moving and  obsolete  items  of
$1,045,000 and $1,971,000 at September 28, 2003 and December 31,  2002,
respectively.

3.   Income Taxes - The Company recognized tax expense at the estimated
effective  statutory rate for the thirteen and thirty-nine week  period
ended September 28, 2003.  However, the Company does not have an income
tax  liability  due to the use of a portion of the net  operating  loss
carry-forward the Company has available to it.  No income  tax  expense
was recorded for the thirteen and thirty-nine weeks ended September 29,
2002  since the Company's income was offset by the utilization  of  its
net operating loss carryforward.  A valuation allowance which had fully
reserved the deferred tax assets was reversed during the fourth quarter
of 2002.

<PAGE>

4.   Contingencies:

     Litigation - As noted in the Company's Form 10K for the year ended
December  31, 2002, the Company is a claimant in a lawsuit in the  U.S.
District  Court, Eastern District of New York against former  officers,
directors, and employees of PGI and against two competitors of  Miltope
and  PGI.   The complaint alleges damages based on breach of  fiduciary
duties  by  the former officers and directors, theft of trade  secrets,
violations of the Lanham Act, conspiracy to commit these violations and
other  claims.  The corporate defendants answered the complaint, denied
the  claims  against  them but have not filed any  counterclaims.   The
individual defendants who were former officers and directors of Miltope
and  PGI  have  filed  counterclaims.  The Company believes  that  such
litigation and claims will be resolved without a material effect on the
Company's financial position, results of operations, or cash flows.

In addition, 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.

      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 September
28,  2003, 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 in the Company's Annual  Report  on
Form  10-K.   The  Company's determination of segment operating  profit
(loss) does not reflect other income (expense) or income taxes.

<PAGE>

<TABLE>

Thirteen Weeks Ended September 28, 2003 and September 29, 2002
--------------------------------------------------------------
                                                                                         General
    September 28, 2003                 Military/Rugged    Commercial    Eliminations    Corporate    Consolidated
    ---------------------              ---------------   -----------    ------------   -----------   ------------
    <S>                                  <C>             <C>            <C>             <C>           <C>
    Net sales from external customers    $15,200,000     $ 1,995,000                                  $17,195,000
                                         ===========     ===========                                  ===========
    Segment operating income             $ 1,556,000     $   319,000                                  $ 1,875,000
                                         ===========     ===========                                  ===========
    Other income (expense)               $         -     $         -    $           -   $  (70,000)   $(   70,000)
                                         ===========     ===========    =============   ==========    ===========
    Income (loss) before income taxes    $ 1,556,000     $   319,000    $           -   $  (70,000)   $ 1,805,000
                                         ===========     ===========    =============   ==========    ===========
    Identifiable assets                  $22,969,000     $ 6,997,000                    $6,502,000    $36,468,000
                                         ===========     ===========                    ==========    ===========
    Capital expenditures                 $    99,000     $    13,000                                  $   112,000
                                         ===========     ===========                                  ===========
    Depreciation and amortization        $   216,000     $    12,000                                  $   228,000
                                         ===========     ===========                                  ===========

                                                                                         General
    September 29, 2002                 Military/Rugged    Commercial    Eliminations    Corporate    Consolidated
    ---------------------              ---------------   -----------    ------------   -----------   ------------
    <S>                                  <C>             <C>            <C>             <C>           <C>

    Net sales from external customers    $11,584,000     $ 1,266,000    $   (66,000)                  $12,784,000
                                         ===========     ===========    ===========                   ===========
    Segment operating income             $   469,000     $    40,000    $         -                   $   509,000
                                         ===========     ===========    ===========                   ===========
    Identifiable assets                  $21,856,000     $ 6,641,000    $         -     $5,861,000    $34,358,000
                                                                        ===========     ==========    ===========
    Capital expenditures                 $   114,000     $    13,000    $         -                   $   127,000
                                         ===========     ===========    ===========                   ===========
    Depreciation and amortization        $   236,000     $    10,000    $         -                   $   246,000
                                         ===========     ===========    ===========                   ===========

Thirty-nine Weeks Ended September 28, 2003 and September 29, 2002
-----------------------------------------------------------------
                                                                                         General
    September 28, 2003                 Military/Rugged    Commercial    Eliminations    Corporate    Consolidated
    ---------------------              ---------------   -----------    ------------   -----------   ------------
    <S>                                  <C>             <C>            <C>             <C>           <C>

    Net sales from external customers    $45,086,000     $ 5,710,000    $         -                   $50,796,000
                                         ===========     ===========    ===========                   ===========
    Segment operating income             $ 3,475,000     $ 1,031,000    $         -                   $ 4,506,000
                                         ===========     ===========    ===========                   ===========
    Other income (expense)               $         -     $         -    $         -     $ (280,000)   $  (280,000)
                                         ===========     ==========     ===========     ==========    ===========
    Income (loss) before income taxes    $ 3,475,000     $ 1,031,000    $         -     $ (280,000)   $ 4,226,000
                                         ===========     ==========     ===========     ==========    ===========
    Identifiable assets                  $22,969,000     $ 6,997,000                    $6,502,000    $36,468,000
                                         ===========     ==========     ===========     ==========    ===========
    Capital expenditures                 $   374,000     $    49,000    $         -                   $   423,000
                                         ===========     ===========    ===========                   ===========
    Depreciation and amortization        $   637,000     $    35,000    $         -                   $   672,000
                                         ===========     ===========    ===========                   ===========

                                                                                         General
    September 29, 2002                 Military/Rugged    Commercial    Eliminations    Corporate    Consolidated
    ---------------------              ---------------   -----------    ------------   -----------   ------------
    <S>                                  <C>             <C>            <C>             <C>           <C>

    Net sales from external customers    $25,776,000     $ 7,481,000    $   (66,000)                  $33,191,000
                                         ===========     ===========    ===========                   ===========
    Segment operating income             $    99,000     $ 2,302,000    $         -                   $ 2,401,000
                                         ===========     ===========    ===========                   ===========
    Identifiable assets                  $21,856,000     $ 6,641,000    $         -     $5,861,000    $34,358,000
                                         ===========     ===========    ===========     ==========    ===========
    Capital expenditures                 $   705,000     $   249,000    $         -                   $   954,000
                                         ===========     ===========    ===========                   ===========
    Depreciation and amortization        $   681,000     $    24,000    $         -                   $   705,000
                                         ===========     ===========    ===========                   ===========

                                                                                         General
    December 31, 2002                  Military/Rugged    Commercial    Eliminations    Corporate    Consolidated
    ---------------------              ---------------   -----------    ------------   -----------   ------------
    <S>                                  <C>             <C>            <C>             <C>           <C>

    Identifiable assets                  $20,240,000     $ 4,824,000    $         -     $8,339,000    $33,403,000
                                         ===========     ===========    ===========     ==========    ===========
</TABLE>
<PAGE>

5.    Subsequent Event - On October 21, 2003, the Company entered  into
an Agreement and Plan of Merger with Vision Technologies Kinetics, Inc.
("VTK").  As a result of the merger, the Company will be a wholly-owned
subsidiary of VTK.  Completion of the merger is subject to a number  of
terms  and conditions, including the receipt of all required regulatory
approvals and approval by a majority of the stockholders of the Company
at  a  special  meeting of the stockholders to be held in  the  future.
Pursuant to the terms of the Merger Agreement, upon the closing of  the
merger,  each  holder of the Company's common stock  will  receive,  in
exchange for each such share, $5.78, without interest thereon, and  one
contingent  value  right  ("CVR").   Each  CVR  represents   the   non-
transferable  right  to receive a pro rata share  of  50%  of  the  net
proceeds,  if  any, from the Company's lawsuit against DRS Technologies
Inc.  and other parties, after adjustments for taxes.  The Company will
retain  the  remaining 50% of the net proceeds from  the  lawsuit.   In
addition,  $700,000 has been reserved by VTK to fund certain costs  and
expenses associated with the lawsuit.

<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations
--------------------------------------------------------------------

"SAFE  HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995
-----------------------------------------------------------------------
     The matters discussed in this news release that are not historical
facts  are  "forward  looking statements" within  the  meaning  of  the
Private  Securities  Litigation Reform Act  of  1995  and  the  Company
intends  that such forward looking statements be subject  to  the  safe
harbors created thereby. The Company warns that caution should be taken
in  relying  upon any forward looking statements contained  herein,  as
they  involve  a number of risks and uncertainties that may  cause  the
actual  results  of  the Company to be materially  different  from  any
future results expressed or implied by such forward looking statements.
Examples  of such risks and uncertainties include, but are not  limited
to,  the ability of the Company to enter into definitive agreements for
the  sale  of the Company, the ability of the Company and any potential
buyer  to  consummate the sale of the Company, future  demand  for  the
Company's  products and services, general economic conditions,  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, and other  risks  and
uncertainties.  Should  one  or more of these  risks  or  uncertainties
materialize,  or should underlying assumptions prove incorrect,  actual
results may vary materially from those described herein as anticipated,
believed,  estimated or expected. The Company does  not  undertake  any
obligation to update or revise any forward looking statement made by it
or on its behalf, whether as a result of new information, future events
or otherwise

      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 and
thirty-nine weeks ended September 28, 2003, as compared to the thirteen
and thirty-nine weeks ended September 29, 2002.

<PAGE>
RESULTS OF OPERATIONS
---------------------

Thirteen weeks ended September 28, 2003 compared to thirteen weeks
ended September 29, 2002
------------------------------------------------------------------

      Net  sales for the thirteen weeks ended September 28, 2003 (third
quarter  of  2003)  were $17,195,000 compared  to  net  sales  for  the
thirteen  weeks  ended September 29, 2002 (third quarter  of  2002)  of
$12,784,000.  Military sales increased in the third quarter of 2003  to
$15,200,000  as compared to $11,584,000 in the third quarter  of  2002.
Commercial  sales increased in the third quarter of 2003 to  $1,995,000
from  $1,266,000 in the third quarter of 2002.  The 31.2%  increase  in
military  sales year to year was primarily the result of $3,662,000  in
revenue  attributable to increased sales of tactical computers for  the
SMART  T  program  with  Raytheon and the  CONFIRE  program  with  both
Honeywell Corporation and the U.S. Army's Picatinny Arsenal.   Both  of
these  programs utilize computers that were originally designed by  one
of  the Company's subsidiaries but have been subsequently redesigned by
Miltope Corporation to conform to the environmental requirements of the
respective programs.  These sales accounted for $462,000 in  the  third
quarter  of 2002.  The 57.6% increase in commercial sales was  directly
attributable to resurgence in the airline industry.

      The  gross  margin percentage for the third quarter of  2003  was
24.5% compared to 18.0% for the same period in 2002.  This increase  is
largely  due  to  increased efficiencies at the higher  MSD  production
levels.

     Selling, general and administrative expenses for the third quarter
of  2003 increased 40.9% from the third quarter of 2002, to $2,184,000.
These expenses as a percent of sales were 12.7% in the third quarter of
2003 compared to 12.1% for the similar period in 2002.  The increase as
a  percent  of  sales  is  primarily attributable  to  increased  legal
expenses related to the litigation described in Note 4 to the condensed
consolidated  financial  statements. These associative  legal  expenses
were in the amount of $690,000 in the third quarter of 2003 as compared
to $332,000 in the third quarter of 2002.

      Company funded engineering, research and development expenses for
the  third quarter of 2003 decreased to $158,000 from $240,000  in  the
third quarter of 2002.  These expenses as a percent of sales were  0.9%
in  the  third  quarter  of 2003 and 1.9% in  2002.   The  decrease  is
primarily  attributable to an increase in customer  funded  development
projects which utilized engineering resources that would have been used
on  Company  funded development projects.  Most of the customer  funded
development  projects continue to generate revenue  and  therefore  all
costs  associated with these revenues are included in the Cost of Sales
line. Income or loss from these customer funded development programs is
included in the gross margin for each period.

     Interest expense was $75,000 in the third quarter of 2003 compared
to  $188,000 for the similar period in 2002.  This decrease is a result
of  a decreased level of debt due to lower working capital requirements
in the first quarter of 2003 offset partially by a higher variable cost
of  debt  under the terms of the Company's new credit agreement entered
into in January 2003.

      The  Company  had  interest income of $5,000 in  both  the  third
quarter of 2003 and 2002.

      The  Company  recognized tax expense at the  estimated  effective
statutory  rate for the thirteen-week period ended September 28,  2003.
However, the Company does not have an income tax liability due  to  the
use  of  a portion of the net operating loss carry-forward the  Company
has  available  to  it.   No income tax expense was  recorded  for  the
thirteen weeks ended September 29, 2002 since the Company's income  was
offset  by  the utilization of its net operating loss carryforward.   A
valuation  allowance which had fully reserved the deferred  tax  assets
was reversed during the fourth quarter of 2002.

      The  consolidated net income for the third quarter  of  2003  was
$1,144,000  compared to net income of $326,000 in the third quarter  of
2002.   The basic net income per share was $0.19 for the third  quarter
of  2003 based on the weighted average of 5,928,321 shares outstanding.
The  diluted net income per share was $0.18 based on a diluted weighted
average  of  6,193,773 shares outstanding.  The basic  net  income  per
share  was  $0.06 for the third quarter of 2002 based on  the  weighted
average  of  5,878,207 shares outstanding.  The diluted net income  per
share was $0.05 based on a diluted weighted average of 6,020,293 shares
outstanding.

<PAGE>

Thirty-nine  weeks  ended  September 28, 2003 compared  to  thirty-nine
weeks ended September 29, 2002
-----------------------------------------------------------------------

      Net sales for the twenty-nine weeks ended September 29, 2003 were
$50,796,000  compared  to  net sales for the  thirty-nine  weeks  ended
September  28,  2002 of $33,191,000.  Military sales increased  in  the
first nine months of 2003 to $45,086,000 as compared to $25,776,000  in
the  nine months of 2002.  Commercial sales decreased in the first nine
months  of 2003 to $5,710,000 from $7,481,000 in the first nine  months
of  2002.   The  74.9%  increase in military sales  year  to  year  was
primarily the result of $32,696,000 in revenue attributable to the full
ramped  up production level of the TSC-750 under the MSD IDIQ  contract
partially offset by the loss of $10,836,000 in revenue attributable  to
the SPORT program, a five-year hand-held computer contract completed in
June 2002.  The Company also benefited from increased sales of tactical
computers for the SMART T program with Raytheon and the CONFIRE program
with  both Honeywell Corporation and the U.S Army's Picatinny  Arsenal.
Both  of these programs utilize computers that were originally designed
by  one  of  the  Company's  subsidiaries but  have  been  subsequently
redesigned  by  Miltope  Corporation to conform  to  the  environmental
requirements  of  the respective programs.  These sales  accounted  for
$8,159,000 for the thirty-nine week period ended September 28, 2003  as
compared  to $2,120,000 for the thirty-nine week period ended September
29,   2002.   The  23.7%  decrease  in  commercial  sales  is  directly
attributable  to decreased orders from the commercial airline  industry
primarily  caused  by  the current uncertainty plaguing  that  industry
segment.

      The gross margin percentage for the first nine months of 2003 was
22.3% compared to 21.8% for the same period in 2002.  This increase  is
largely  due  to  increased efficiencies at the higher  MSD  production
levels.

      Selling,  general and administrative expenses for the first  nine
months  of 2003 increased 60.7% from the first nine months of 2002,  to
$6,427,000.   These expenses as a percent of sales were  12.7%  in  the
first  nine months of 2003 compared to 12.1% for the similar period  in
2002.  The increase as a percent of sales is primarily attributable  to
increased legal expenses related to the litigation described in Note  4
to  the condensed consolidated financial statements.  These associative
legal  expenses  were in the amount of $2,052,000 for  the  thirty-nine
week  period ended September 28, 2003 as compared to $661,000  for  the
thirty-nine week period ended September 29, 2002.

      Company funded engineering, research and development expenses for
the  first  nine months of 2003 decreased to $386,000 from $819,000  in
the  first nine months of 2002.  These expenses as a percent  of  sales
were  0.8%  in  the first nine months of 2003 and 2.5%  in  2002.   The
decrease  is  primarily attributable to an increase in customer  funded
development  projects which utilized engineering resources  that  would
have  been  used on Company funded development projects.  Most  of  the
customer  funded development projects continue to generate revenue  and
therefore all costs associated with these revenues are included in  the
Cost  of  Sales  line.  Income  or  loss  from  these  customer  funded
development programs is included in the gross margin for each period.

      Interest  expense was $286,000 in the first nine months  of  2003
compared to $447,000 for the similar period in 2002.  This decrease  is
a  result  of  a  decreased level of debt due to lower working  capital
requirements  in the first nine months of 2003 offset  partially  by  a
higher  variable  cost  of debt under the terms of  the  Company's  new
credit agreement entered into in January 2003.

      The  Company had interest income in the first nine months of 2003
of  $6,000  compared to $21,000 for the similar period  in  2002  as  a
result of the terms of the new credit agreement.

      The  Company  recognized tax expense at the  estimated  effective
statutory  rate  for  the thirty-nine week period ended  September  28,
2003.   However, the Company does not have an income tax liability  due
to  the  use  of a portion of the net operating loss carry-forward  the
Company  has  available to it.  No income tax expense was recorded  for
the  thirty-nine  weeks ended September 29, 2002  since  the  Company's
income  was  offset  by  the  utilization of  its  net  operating  loss
carryforward.   A  valuation allowance which  had  fully  reserved  the
deferred tax assets was reversed during the fourth quarter of 2002.


<PAGE>
      The consolidated net income for the first nine months of 2003 was
$2,665,000  compared  to net income of $1,975,000  in  the  first  nine
months of 2002.  The basic net income per share was $0.45 for the first
nine  months of 2003 based on the weighted average of 5,900,881  shares
outstanding.   The diluted net income per share was $0.43  based  on  a
diluted  weighted average of 6,133,212 shares outstanding.   The  basic
net  income per share was $0.34 for the first nine months of 2002 based
on  the  weighted average of 5,874,671 shares outstanding.  The diluted
net  income per share was $0.33 based on a diluted weighted average  of
6,000,677 shares outstanding.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      Working capital was $14,050,000 at September 28, 2003 compared to
$10,172,000  at  December  31,  2002.   Accounts  receivable  increased
$905,000  as  a result of higher levels of military sales in  September
than  December.   Inventory  levels increased  $4,219,000  compared  to
December 31, 2002 balances reflecting a build-up of components and sub-
assemblies  for  products to be shipped in the  4th  quarter  of  2003.
Accounts  payable  increased  $1,270,000  reflecting  an  increase   in
inventory  purchases at the end of the 3rd quarter.  Current maturities
of long-term debt decreased $606,000 reflecting the amortization of the
remaining $1 million due to the former lender.

     Capital expenditures totaled $423,000 for the first nine months of
2003  compared  to  $954,000 in the first nine  months  of  2002.   The
decrease  in 2003 from 2002 is due to the purchase of tooling and  test
equipment in 2002 in relation to the MSD contract.  The Company expects
capital  expenditures  for  the  full year  2003  to  be  approximately
$500,000.   Depreciation and amortization expense for  the  first  nine
months of 2003 totaled $672,000 compared to $705,000 for the first nine
months  of  2002.   Depreciation  and  amortization  expense  for   the
remainder of 2003 is expected to be approximately $225,000.

      In  January  of  2003,  the Company entered  into  a  new  credit
agreement  with  Citizen's  Business  Credit  ("Citizen's")  that  will
provide up to $8,000,000 of financing under a revolving line of  credit
over  an initial three-year period.  The initial proceeds of this  line
of  credit  were used to pay down $4,700,000 of the $5,700,000  balance
due  under the existing credit facility provided by its former  primary
lender.   The Company entered into an agreement with its former primary
lender  to  amortize the remaining $1,000,000 balance of  the  existing
line  of  credit over the next twelve months.  The Company  anticipates
that this new line of credit and cash generated internally will provide
adequate  funding  to  meet its cash flow needs  for  the  year  ending
December 31, 2003.  The agreement includes various provisions requiring
the   maintenance  of  certain  financial  ratios  and  certain   other
limitations.   The Company's accounts receivable, contract  rights  and
inventories are pledged as collateral to the agreement.

      On  October  21, 2003, the Company entered into an Agreement  and
Plan  of Merger with Vision Technologies Kinetics, Inc. ("VTK").  As  a
result of the merger, the Company will be a wholly-owned subsidiary  of
VTK.   Completion  of the merger is subject to a number  of  terms  and
conditions, including the receipt of all required regulatory  approvals
and  approval  by a majority of the stockholders of the  Company  at  a
special meeting of the stockholders to be held in the future.  Pursuant
to  the  terms of the Merger Agreement, upon the closing of the merger,
each holder of the Company's common stock will receive, in exchange for
each  such  share, $5.78, without interest thereon, and one  contingent
value right ("CVR").  Each CVR represents the non-transferable right to
receive  a pro rata share of 50% of the net proceeds, if any, from  the
Company's  lawsuit  against DRS Technologies Inc.  and  other  parties,
after adjustments for taxes.  The Company will retain the remaining 50%
of  the net proceeds from the lawsuit.  In addition, $700,000 has  been
reserved by VTK to fund certain costs and expenses associated with  the
lawsuit.

CRITICAL ACCOUNTING POLICIES
----------------------------

         The  preparation  of financial statements in  conformity  with
generally  accepted  accounting  principles  requires  the  appropriate
application of certain accounting policies, many of which require us to
make estimates and assumptions about future events and their impact  on
amounts reported in our financial statements and related notes.   Since
future events and their impact cannot be determined with certainty, the
actual  results  will  inevitably  differ  from  our  estimates.   Such
differences could be material to the financial statements.

<PAGE>

        We believe application of accounting policies and the estimates
inherently required therein, are reasonable.  These accounting policies
and estimates are constantly reevaluated, and adjustments are made when
facts  and circumstances dictate a change. Our accounting policies  are
more  fully described in Note 1 to the financial statements,  presented
elsewhere  in  this  report on Form 10-Q. We  have  identified  certain
critical accounting policies that are described below.



Inventories-Provision for Slow Moving and Obsolescence  -  The  Company
has  various  components in its inventory that relate  to  discontinued
products  and  warranty  replacement parts  and  repairs.  The  Company
identifies   slow   moving  or  obsolete  inventories   and   estimates
appropriate loss provisions related thereto.  On an on-going basis  the
Company  evaluates its estimates of loss provisions  by  using  various
reports and analysis to focus on inventory throughput trends, inventory
composition  and inventory utilization over discrete periods  of  time.
Additionally, the Company tracks projected parts usage to parts on hand
inventory to minimize risk of overstocks.

Deferred  Taxes - The Company records a valuation allowance  to  reduce
its  deferred tax assets to the amount that it believes is more  likely
than  not  to  be  realized.  While the Company has  considered  future
taxable income and ongoing prudent and feasible tax planning strategies
in  assessing  the need for the valuation allowance, in the  event  the
Company  was to determine that it would not be able to realize  all  or
part of its net deferred tax assets in the future, an adjustment to the
deferred  tax  assets would be charged to income  in  the  period  such
determination was made.  Likewise, should the Company determine that it
would  be  able  to realize its deferred tax assets in  the  future  in
excess  of  its net recorded amount, an adjustment to the deferred  tax
assets would increase income in the period such determination was made.
In  2002,  the Company eliminated the valuation allowance  against  its
deferred tax assets.

Impairment of Long-lived Assets - The Company, using its best estimates
based  on  reasonable  and  supportable  assumptions  and  projections,
reviews  for  impairment  of  long-lived  assets  in  accordance   with
Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment  or Disposal of Long-Lived Assets.  The financial statements
referred to above reflect all adjustments required by Statement 144  as
of December 31, 2002.

Item 3.  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.  A 10% increase in interest rates  (from  4.8%  to
5.3%)  would affect the Company's variable debt obligations  and  could
potentially  reduce future net earnings by a maximum  of  approximately
$33,000 per year.


<PAGE>

Item 4.  Controls and Procedures
--------------------------------

          Evaluation of Disclosure Controls and Procedures
          ------------------------------------------------

      As  of the end of the period covered by this report on Form 10-Q,
the  Company carried out an evaluation, under the supervision and  with
the  participation  of the Company's management,  including  the  Chief
Executive  Officer,  Mr. Thomas R. Dickinson, and the  Chief  Financial
Officer,  Mr.  Tom  B.  Dake,  of the effectiveness  of  the  Company's
disclosure controls and procedures as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e).  Based upon that evaluation, Mr. Dickinson and Mr.
Dake  have  concluded  that  the  Company's  disclosure  controls   and
procedures are functioning effectively to provide reasonable  assurance
that information the Company is required to disclose in the reports  it
files  or  submits  under  the  Exchange Act  is  recorded,  processed,
summarized and reported within the time periods specified in the  rules
and  forms of the Securities and Exchange Commission.  These disclosure
controls  and  procedures  include, without  limitation,  controls  and
procedures  designed to provide reasonable assurance  that  information
the  Company is required to disclose in such reports is accumulated and
communicated  to  Company  management, including  the  chief  executive
officer and the chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.

Change in Internal Controls
      There  have been no significant changes in the Company's internal
controls  over  financial  reporting or  in  other  factors  that  have
materially  affected  or  is  reasonable likely  to  materially  affect
internal controls since the date of Mr. Dickinson's and Mr. Dake's most
recent  reviews of the Company's internal control systems.  The  design
of any system of internal controls and procedures is based upon certain
assumptions  about the likelihood of future events.  There  can  be  no
assurance  that  any design will succeed in achieving its  stated  goal
under all potential future conditions, regardless of how remote.

<PAGE>

PART II - OTHER INFORMATION
---------------------------

Item 1 - Legal Proceedings

     As  noted  in the Company's Form 10K for the year ending  December
31,  2002, the Company is a claimant in a lawsuit in the U.S.  District
Court, Eastern District of New York against former officers, directors,
and  employees of PGI and against two competitors of Miltope  and  PGI.
The  complaint alleges damages based on breach of fiduciary  duties  by
the  former  officers and directors, theft of trade secrets, violations
of  the  Lanham  Act, conspiracy to commit these violations  and  other
claims.   The corporate defendants answered the complaint,  denied  the
claims  against  them  but  have  not  filed  any  counterclaims.   The
individual defendants who were former officers and directors of Miltope
and  PGI  have  filed  counterclaims.  The Company believes  that  such
litigation and claims will be resolved without a material effect on the
Company's financial position or results of operations.

   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 Holders

     The Annual Meeting of Shareholders of the Company was held on July
18,  2003 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 2004 Annual Meeting of Shareholders.
<TABLE>
                                    For         Against      Abstain
                                 ---------      -------      -------
          <S>                    <C>              <C>        <C>
          William L. Dickinson   5,702,957        -0-        21,645
          Henry Guy              5,670,257        -0-        54,345
          Jerry O. Tuttle        5,702,957        -0-        21,645
          Ronald V. Hite         5,702,957        -0-        21,645
          David E. Marcus        5,702,957        -0-        21,645

</TABLE>

Item 6 - Exhibits and Reports on Form 8-K

       (a) Exhibits
           --------

                31.1 Certification of Chief Executive Officer, pursuant
                to Section 302 of the Sarbanes-Oxley Act of 2002

                31.2 Certification of Chief Financial Officer, pursuant
                to Section 302 of the Sarbabes-Oxley Act of 2002

                99.1  Certification  of  Principal  Financial  Officer,
                pursuant  of  18 U.S.C. Section 1350, as adopted pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002

                99.2  Certification  of  Principal  Executive  Officer,
                pursuant  of  18 U.S.C. Section 1350, as adopted pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002

       (b) Reports on Form 8-K
           -------------------

           A Form 8-K was filed August 22, 2003 reporting under Item 12
the  Registrant's press release announcing financial  results  for  the
quarter ended June 29, 2003.

           A Form 8-K was filed October 14, 2003 reporting under Item 5
the  Registrant's press release announcing a non-binding  agreement  in
principle to be acquired.

           A Form 8-K was filed October 24, 2003 reporting under Item 5
an Agreement and Plan of Merger with Vision Technologies Kinetics, Inc.

<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:  November 11, 2003