05/13/97/BLM/14853/001/FORMS/88161.1

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q

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


    For the Quarter
Ended March 30, 1997                    Commission File Number 0-13433
                                   
                          MILTOPE GROUP INC.
----------------------------------------------------------------------
         (Exact Name of Registrant as Specified in its Charter)



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


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


     Registrant's telephone number, including area code (334) 284-8665

                            Not Applicable
-------------------------------------------------------------------------
 Former name, former address and former fiscal year, if changed since
                              last report

    Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90
days.

    Yes   X                    No
       -------                    -------
    Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this
report.  Outstanding at May 13, 1997: 5,868,898 shares of Common Stock,
$.01 par value.

<PAGE>
                 PART I - FINANCIAL INFORMATION

              MILTOPE GROUP INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED BALANCE SHEETS

                                             DECEMBER 31,    MARCH 30,
ASSETS                                           1996          1997
                                               (audited)    (unaudited)
                                             -----------   -----------
CURRENT ASSETS:                                   
Cash                                         $   128,000   $   549,000
Accounts receivable                           10,890,000     7,431,000
Inventories                                   13,863,000    14,049,000
Other current assets                             279,000     1,197,000
        Total current assets                  25,133,000    23,226,000
PROPERTY AND EQUIPMENT - at cost:                 
Machinery and equipment                        7,322,000     7,584,000
Furniture and fixtures                         1,475,000     1,481,000
Land, building and improvements                7,537,000     7,602,000
        Total property and equipment          16,334,000    16,667,000
        equipment
  Less accumulated depreciation                6,765,000     7,131,000
        Property and equipment - net           9,569,000     9,536,000

OTHER ASSETS                                   1,630,000     1,077,000
TOTAL                                        $36,332,000   $33,839,000

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:                              
Accounts payable                             $ 5,426,000    $2,334,000
Accrued expenses                               1,468,000       856,000
Current maturities of long-term debt             240,000       248,000
        Total current liabilities              7,134,000     3,438,000
LONG-TERM DEBT                                11,340,000    12,004,000
TOTAL LIABILITIES                             18,474,000    15,442,000
STOCKHOLDERS' EQUITY:                             
Common stock - $.01 par value; 20,000,000 
  shares authorized; 6,806,737 and                       
  6,808,487 shares outstanding at                     
  December 31, 1996 and March 30,
  1997, respectively                              68,000        68,000 
Capital in excess of par value                20,253,000    20,258,000
Retained earnings                             11,783,000    11,956,000
Net unrealized appreciation on                    
 investment available for sale,                             
 net of deferred income tax
 liability of $212,000 at 
 March 30, 1997                                       -       361,000
                                             32,104,000    32,643,000
Less treasury stock                          14,246,000    14,246,000
 Total stockholders equity                   17,858,000    18,397,000
TOTAL                                       $36,332,000   $33,839,000

<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)
                                   
                                               Thirteen Weeks Ended
                                              March 31,      March 30,
                                                1996           1997
                                             -----------    ----------
                                             
NET SALES                                    $ 9,950,000     $9,042,000
COSTS AND EXPENSES:                          
  Cost of sales                                7,290,000      6,860,000
  Selling, general and administrative          1,656,000      1,595,000
  Engineering, research and development          566,000        226,000
     Total                                     9,512,000      8,681,000
INCOME FROM OPERATIONS                           438,000        361,000
INTEREST EXPENSE -  net                          321,000        187,000
INCOME BEFORE INCOME TAXES                       117,000        174,000
INCOME TAXES                                           -              -
NET  INCOME                                  $   117,000    $   174,000
NET INCOME PER SHARE                         $       .02    $       .03
Weighted average number of shares              5,867,000      5,868,000

<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE THIRTEEN WEEKS ENDED MARCH 31, 1996 AND MARCH 30, 1997
                              (unaudited)
                                   
                                               March 31,          March 30,
                                                 1996               1997
                                              ----------          ---------
OPERATING ACTIVITIES:                             
  Net income                                  $  117,000          $ 174,000
  Adjustments to reconcile net              
  income to net cash provided by       
  (used in) operating activities:
 
    Depreciation and amortization                430,000            413,000
    Provision for slow-moving and        
     obsolete inventories                        225,000            238,000
    Provision for doubtful accounts            
     receivable                                  (23,000)            30,000
    Gain on sale of investment          
     available for sale                         (257,000)                 -
    Loss on sale of fixed assets                  22,000                  -
    Deferred income taxes                       (103,000)                 -
    Change in operating assets and                  
     liabilities:                         
        Accounts receivable                      550,000          3,429,000
        Inventories                              619,000           (451,000)
        Other current assets                    (276,000)          (410,000)
        Other assets                              83,000            302,000
        Accounts payable and accrued      
          expenses                            (1,616,000)        (3,638,000)
         Cash provided by                
          (used in) operating activities        (229,000)            87,000

INVESTING ACTIVITIES:                             
   Purchase of property and equipment            (57,000)          (333,000)
   Purchase of deferred assets                         -             (8,000)
   Proceeds from sale of property               
    and equipment                                  4,000                  -
   Proceeds from sale of investment      
    available for sale                           258,000                  -
          Cash provided by (used in)
           investing activities                  205,000           (341,000) 

FINANCING ACTIVITIES:                             
   Proceeds from revolving credit loan-net       535,000            730,000
   Payments of other long-term debt                    -            (60,000)
   Exercise of stock options                           -              5,000
      Cash provided by financing acvities        535,000            675,000

NET INCREASE IN CASH                             511,000            421,000
CASH, BEGINNING OF PERIOD                        301,000            128,000
CASH, END OF PERIOD                           $  812,000          $ 549,000
SUPPLEMENTAL DISCLOSURE:                          
  Payments made                                   
   Income taxes                               $        -          $  65,000
   Interest                                   $  270,000          $ 233,000
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
 AND FINANCING ACTIVITIES                

   Change in unrealized appreciation on                
    investment available for sale             $  175,000          $ 573,000

<PAGE>
                   MILTOPE GROUP INC. AND SUBSIDIARIES

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               (unaudited)


1.    Financial  Statements  -  In  the  opinion  of  the  Company,   the
accompanying   unaudited  condensed  consolidated  financial   statements
contain  all  adjustments  necessary  (consisting  of  only  normal   and
recurring  accruals)  to  present fairly the financial  position  of  the
Company  and  its subsidiaries as of March 30, 1997 and  the  results  of
operations and cash flows for the thirteen weeks ended March 31, 1996 and
March 30, 1997.

The  results  for the thirteen weeks ended March 31, 1996 and  March  30,
1997  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, 1996.

During  February  1997, the Financial Accounting Standards  Board  issued
SFAS  No.  128, Earnings per Share, which will become effective  for  all
financial  statements issued for periods ending after December 15,  1997,
including interim periods.  SFAS No. 128 provides for the presentation of
basic  and  diluted  earnings per share on  the  face  of  the  financial
statements  and supersedes Accounting Principles Board (APB) Opinion  No.
15,  Earnings  per  Share.   SFAS No. 128  requires  the  restatement  of
earnings per share for prior periods presented after its effective  date.
SFAS  No.  128  does  not have a material effect upon the  thirteen  week
periods  ended  March 30, 1997 and March 31, 1996, while  the  impact  on
prior periods has not been determined.

2.   Inventories - Net

Inventories consist of the following:

                                    December 31, 1996        March 30, 1997
                                    -----------------        --------------
Purchased parts and subassemblies      $10,002,000            $11,146,000
Work-in-process                          3,955,000              3,024,000
                                        13,957,000             14,170,000
Less progress billings received            121,000                121,000
                                                
Total                                  $13,836,000            $14,049,000

3.    Other  Assets  -  The Company has an investment in M-Systems  Flash
Disk  Pioneers,  Ltd.  ("M-Systems"), a company  based  in  Israel.   The
Company currently owns 153,242 shares of M-Systems stock with an original
cost of $231,000.  The fair market value of the Company's investment in M-
Systems  stock  on  March 30, 1997 is $805,000 and is included  in  other
current  assets and as a separate component of stockholders' equity  (net
of deferred income taxes) on the accompanying balance sheet.

4.   Income Taxes - The income tax provision in the first quarter of 1997
was  completely offset by the utilization of the Company's net  operating
loss carryforward.  Additional deferred tax assets could be recognized in
future periods if the probability of realization increases.

5.     Reclassifications  -  Certain  prior  year   amounts   have   been
reclassified to conform with the current year classification.

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

      The  following  discussion and analysis  presents  certain  factors
affecting  the Company's results of operations for thirteen  weeks  ended
March 30, 1997, as compared to thirteen weeks ended March 31, 1996.

RESULTS OF OPERATIONS

Thirteen  weeks  ended  March 30, 1997 compared to thirteen  weeks  ended
March 31, 1996.

     Net sales for the thirteen weeks ended March 30, 1997 (first quarter
of  1997)  were  $9,042,000 compared to net sales for the thirteen  weeks
ended  March 31, 1996 (first quarter of 1996) of $9,950,000  The decrease
in  sales was the result of the timing of shipping schedules between  the
first and second quarters of 1997.

      The gross margin percentage for the first quarter of 1997 was 24.1%
as  compared  with 26.7% for the same period in 1996.   The  decrease  in
gross  margin percentage was due to a more favorable product mix  in  the
first quarter of 1996.

      Selling, general and administrative expenses for the first  quarter
of  1997  decreased 3.7% from the first quarter of 1996,  to  $1,595,000.
These  expenses as a percent of sales were 17.6% in the first quarter  of
1997  compared to 16.6% for the similar period in 1996. The  increase  in
selling,  general and administrative expenses as a percent of  net  sales
was  due to lower net sales for the first quarter of 1997 as compared  to
the same period in 1996.

     Company sponsored engineering, research and development expenses for
the  first quarter of 1997 decreased 60.1% from the first quarter of 1996
to  $226,000.  These expenses, as a percentage of sales, were 2.5%  in  the
first  quarter of 1997 compared to 5.7% for the similar period  in  1996.
The  decrease  is  attributable to an increased amount  of  research  and
development funded by contracts and greater efficiencies in research  and
development processes.

      Interest expense net of interest income was $187,000 for the  first
quarter of 1997 compared to $321,000 for the similar period in 1996.  The
decrease is attributable to lower long-term debt.

      Net  income for the first quarter of 1997 as compared to  the  same
period  of 1996 increased $57,000.  Earnings per share were $.03 for  the
first  quarter of 1997 as compared to $.02 for the similar period a  year
ago  based on a weighted average of 5,868,000 shares and 5,867,000 shares
of the Company's common stock outstanding for the respective periods.

     The income tax provision in the first quarter of 1997 was completely
offset   by   the  utilization  of  the  Company's  net  operating   loss
carryforward.   Additional deferred tax assets  could  be  recognized  in
future periods if the probability of realization increases.

LIQUIDITY AND CAPITAL RESOURCES

      Working capital approximated $19,788,000 at March 30, 1997 compared
to   $17,999,000  at  December  31,  1996.   The  increase  is  primarily
attributable  to  the  Company recording the fair  market  value  of  its
investment  in  M-Systems  stock  due  to  the  elimination  of   certain
restrictions (Note 3) and the payment of accounts payable using  proceeds
from the Company's revolving credit facility.

      A  $15 million revolving credit agreement, at the Company's option,
bears  interest at the bank's reference rate (8.25% and 8.50% at December
31,  1996  and  March 30, 1997, respectively), or at a rate equaling  the
London Inter Bank Offered Rate (5.56% and 5.50% at December 31, 1996  and
March 30, 1997, respectively) plus 2.0%.  If for any day the total amount
advanced, regardless of the interest rate option, exceeds $10 million, an
additional  .25%  is  added to the interest rate.  The  revolving  credit
facility  is  scheduled  to mature on May 31, 1998,  at  which  time  the
outstanding amount would be converted into a term loan payable in  twelve
equal  quarterly installments.  However, at the request of  the  Company,
the  bank  may  extend the revolving credit agreement for successive  one
year  periods  based  upon  a  review of the  previous  year-end  audited
consolidated  financial statements.  The Company's  accounts  receivable,
contract  rights  and  inventories  are  pledged  as  collateral  to  the
agreement.

<PAGE>
PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

       (a) Exhibits

            27.  Financial Data Schedule

       (b) Reports on Form 8-K

             None

<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/ James E. Matthews
                                   -----------------------------
                                        James E. Matthews,
                                     Vice President Finance and
                                     Chief Financial Officer
                                     (Principle Accounting and
                                     Financial Officer)




Dated:  May 13, 1997