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, 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 November 13, 1997: 5,871,523 shares of Common
Stock, $.01 par value.

<PAGE>
                    PART I - FINANCIAL INFORMATION
        
                  MILTOPE GROUP INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
                                        SEPTEMBER 28,    DECEMBER 31,
ASSETS                                      1997            1996
                                         (unaudited)
                                        --------------  --------------
<S>                                      <C>            <C>
CURRENT ASSETS:
 Cash                                    $  100,000     $   128,000
 Accounts receivable                      8,221,000      10,890,000
Inventories                              14,945,000      13,836,000
Other current assets                      1,021,000         279,000
                                        -----------     -----------
        Total current assets             24,287,000      25,133,000
PROPERTY AND EQUIPMENT - at cost:                 
Machinery and equipment                   7,923,000       7,322,000
Furniture and fixtures                    1,542,000       1,475,000
Land, building and improvements           8,222,000       7,537,000
                                        -----------     -----------
  Total property and equipment           17,687,000      16,334,000
        
  Less accumulated depreciation           7,837,000       6,765,000
                                        -----------     -----------
    Property and equipment - net          9,850,000       9,569,000
OTHER ASSETS                              1,619,000       1,630,000
                                        -----------     -----------
TOTAL                                   $35,756,000     $36,332,000

LIABILITIES AND STOCKHOLDERS'                     
EQUITY
CURRENT LIABILITIES:                              
Accounts payable                        $ 3,953,000     $ 5,426,000
Accrued expenses                            904,000       1,468,000
Current maturities of long-term debt        263,000         240,000
                                        -----------     -----------
         Total current liabilities        5,120,000       7,134,000
LONG-TERM DEBT                           10,938,000      11,340,000
                                        -----------     -----------
TOTAL LIABILITIES                        16,058,000      18,474,000
STOCKHOLDERS' EQUITY:                              
Common stock - $.01 par value;                    
  20,000,000 shares authorized;
  6,811,112 and 6,806,737 shares                                  
  outstanding  at  September 28,
  1997 and December 31, 1996, 
  respectively                               68,000          68,000
Capital in excess of par value           20,264,000      20,253,000
Retained earnings                        13,304,000      11,783,000
Net unrealized appreciation on                    
  investment available for sale,                              
  net of deferred income tax                          
  liability of $181,000 at
  September 28, 1997                        308,000               -
                                        -----------     -----------
                                         33,944,000      32,104,000
Less treasury stock                      14,246,000      14,246,000
                                        -----------     -----------
 Total stockholders' equity              19,698,000      17,858,000
                                        -----------     -----------
TOTAL                                   $35,756,000     $36,332,000

</TABLE>
      SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   -2-

<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                              (unaudited)
                                   
<TABLE>              
                                             Thirteen Weeks Ended
                                         September 28,   September 29,
                                             1997            1996
                                        --------------   -------------           
<S>                                      <C>              <C>
NET SALES                                $ 8,326,000      $12,059,000
COSTS AND EXPENSES:                          
  Cost of sales                            6,161,000        9,047,000
  Selling, general and administrative      1,354,000        1,878,000
  Engineering, research anddevelopment       516,000          294,000
                                         -----------      ----------- 
   Total                                   8,031,000       11,219,000
                                         -----------      -----------
INCOME FROM OPERATIONS                       295,000          840,000
INTEREST EXPENSE -  net                      190,000          297,000
                                         -----------      -----------
INCOME BEFORE  INCOME TAXES                  105,000          543,000
INCOME TAX BENEFIT                           600,000                -
                                         -----------      -----------
NET  INCOME                              $   705,000      $   543,000
                                         ===========      ===========
NET INCOME PER SHARE                     $       .12      $       .09
                                         ===========      =========== 
Weighted average number of shares:         5,872,000        5,867,000
                                         ===========      ===========
</TABLE>
       SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   -3-
<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                              (unaudited)
<TABLE>                                   
                                            Thirty-Nine Weeks Ended
                                         September 28,    September 29,
                                             1997             1996
                                         -------------    -------------
<S>                                       <C>              <C>
NET SALES                                 $29,360,000      $33,145,000
COSTS AND EXPENSES:                          
 Cost of sales                             22,354,000       25,028,000
  Selling, general and administrative       4,562,000        4,839,000
  Engineering, research and development       944,000        1,204,000
                                          -----------      -----------
   Total                                   27,860,000       31,071,000
                                          -----------      -----------
INCOME FROM OPERATIONS                      1,500,000        2,074,000
INTEREST EXPENSE -  net                       578,000          888,000
                                          -----------      -----------
INCOME BEFORE  INCOME TAXES                   922,000        1,186,000
INCOME TAX BENEFIT                            600,000                -
                                          -----------      -----------
NET  INCOME                               $ 1,522,000      $ 1,186,000
                                          ===========      ===========
NET INCOME PER SHARE                      $       .26      $       .20
                                          ===========      ===========
Weighted average number of shares:          5,872,000        5,867,000
                                          ===========      ===========
</TABLE>
         SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   -4-
<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 1997 AND SEPTEMBER 29, 1996
                              (unaudited)
<TABLE>                                                   
                                                September 28,    September 29,
                                                    1997              1996
                                                -------------    -------------
<S>                                              <C>               <C>
OPERATING ACTIVITIES:
 Net income                                      $ 1,522,000       $ 1,186,000
 Adjustments to reconcile net income to             
 net cash provided by operating activities:                           

  Depreciation and amortization                    1,212,000         1,288,000
                                      
  Provision for slow-moving and                     
   obsolete inventories                              485,000           580,000
  Provision for doubtful accounts receivable          85,000            45,000
  Gain on sale of investment available for sale     (313,000)         (522,000)
  Loss on sale of fixed assets                             -            22,000
  Change in operating assets and liabilities:                     
        Accounts receivable                        2,585,000          (530,000)
        Inventories                               (1,595,000)          693,000
        Other current assets                        (416,000)          (52,000)
        Other assets                                (310,000)          257,000
        Accounts payable and accrued expenses     (1,970,000)       (1,647,000)
         Cash provided by operating activities     1,285,000         1,320,000
                                          
INVESTING ACTIVITIES:                              
  Purchase of property and equipment              (1,353,000)         (268,000)
  Proceeds from sale of investment available         
  for sale                                           410,000           524,000
  Proceeds from sale of property and equipment             -             4,000
        Cash provided by (used in) investing        
        activities                                  (943,000)          260,000

FINANCING ACTIVITIES:
  Payments of revolving credit loan-net             (201,000)         (538,000)
  Payments of other long-term debt                  (180,000)         (651,000)
  Proceeds from exercise of stock options             11,000                 -
                 
                                      
         Cash used in financing activities          (370,000)       (1,189,000)
                            
NET INCREASE (DECREASE) IN CASH                      (28,000)          391,000
CASH, BEGINNING OF PERIOD                            128,000           301,000
CASH, END OF PERIOD                               $  100,000        $  692,000
SUPPLEMENTAL DISCLOSURE:                           
   Payments made:                                  
    Income taxes                                  $   11,000        $        -
    Interest                                      $  608,000        $1,043,000
                                                   
SUPPLEMENTAL SCHEDULE OF NON-CASH                  
INVESTING AND FINANCING ACTIVITIES                 
  Reduction of liability associated               
   with acquisition                               $        -        $  425,000
  Increase (decrease) in unrealized                
   appreciation on investment available             
   for sale                                       $  489,000        $ (357,000)
</TABLE>
            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                      -5-
<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, 1997, the results  of
operations  for the thirteen and thirty-nine weeks ended September  28,
1997  and September 29, 1996, and cash flows for the thirty-nine  weeks
ended September 28, 1997 and September 29, 1996.

The  results  for the thirty-nine weeks ended September  28,  1997  and
September 29, 1996 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  thirty-
nine  week  periods  ended September 28, 1997 and September  29,  1996,
while the impact on prior periods has not been determined.

2.   Inventories - Net

Inventories consist of the following:
<TABLE>
                                    September 28,    December 31,
                                        1997             1996
                                    -------------    -------------
<S>                                  <C>              <C>
Purchased parts and                     
  subassemblies                      $10,454,000       $10,002,000
Work-in-process                        4,491,000         3,955,000
                                     -----------       -----------
Total                                 14,945,000        13,957,000
Less progress billings received                -           121,000
                                     -----------       -----------
Total                                $14,945,000       $13,836,000
                                     ===========       ===========
</TABLE>

3.   Other Current Assets -  The Company has an investment in M-Systems
Flash  Disk  Pioneers, Ltd. ("M-Systems"), a company based  in  Israel.
The  Company  currently owns 88,950 shares of M-Systems stock  with  an
original  cost  of $134,000.   The fair market value of  the  Company's
investment  in M-Systems stock on September 28, 1997 is $623,000.   The
unrealized  appreciation on the investment is included  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 third quarter
of  1997 was completely offset by the utilization of the Company's  net
operating  loss  carryforward.  In addition, a deferred  tax  asset  of
$600,000  relating  to a portion of the Company's  net  operating  loss
carryforward was recognized in the third quarter of 1997 as  management
estimates that it is more likely than not, that the deferred tax  asset
will  be  realized in future periods.  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.

                                  -6-
<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  and
thirty-nine  weeks  ended September 28, 1997, as compared  to  thirteen
weeks and thirty-nine weeks ended September 29, 1996.

RESULTS OF OPERATIONS

Thirteen  weeks  ended  September 28, 1997 compared to  thirteen  weeks
ended September 29, 1996

      Net  sales for the thirteen weeks ended September 28, 1997 (third
quarter of 1997) were $8,326,000 compared to net sales for the thirteen
weeks  ended September 29, 1996 (third quarter of 1996) of $12,059,000.
The  decrease in sales was the result of temporary delays in production
and receipt of components for new products.

      The  gross  margin percentage for the third quarter of  1997  was
26.0% as compared with 25.0% for the same period in 1996.  The increase
is attributable to a more favorable product mix in the third quarter of
1997.

     Selling, general and administrative expenses for the third quarter
of  1997 decreased 27.9% from the third quarter of 1996, to $1,354,000.
These expenses as a percent of sales were 16.3% in the third quarter of
1997  compared to 15.6% for the similar period in 1996.    The increase
as  a  percent  of  sales  was attributable to the  decrease  in  sales
partially offset by a gain on the sale of M-Systems shares in the third
quarter of 1997.

      Company  sponsored engineering, research and development expenses
for the third quarter of 1997 increased 75.5% from the third quarter of
1996,  to $516,000.  These expenses as a percentage of sales were  6.2%
in the third quarter of 1997 compared to 2.4% for the similar period in
1996.   The increase is attributable to an increased amount of research
and  development  for  in-flight  entertainment  and  cabin  management
products.

      Interest  expense, net of interest income, was  $190,000  in  the
third  quarter of 1997 compared to $297,000 for the similar  period  in
1996.  The decrease reflects decreased debt compared to the prior year.

      The  income  tax  provision  in the third  quarter  of  1997  was
completely  offset  by the utilization of the Company's  net  operating
loss  carryforward.   In  addition, a deferred tax  asset  of  $600,000
relating  to a portion of the Company's net operating loss carryforward
was  recognized  in  the third quarter of 1997 as management  estimates
that  it  is more likely than not, that the deferred tax asset will  be
realized  in future periods.  Additional deferred tax assets  could  be
recognized   in  future  periods  if  the  probability  of  realization
increases.

      Net income for the third quarter of 1997 increased 29.8% from the
third  quarter of 1996 to $705,000.  Earnings per share were $0.12  for
the  third quarter of 1997 as compared to $0.09 for the similar  period
in  1996  based on a weighted average of 5,872,000 shares and 5,867,000
shares  of  the  Company's common stock outstanding for the  respective
periods.

                                  -7-
<PAGE>
Thirty-nine  weeks  ended  September 28, 1997 compared  to  thirty-nine
weeks ended September 29, 1996
-----------------------------------------------------------------------

      Net  sales  for  the thirty-nine weeks ended September  28,  1997
(first nine months of 1997) were $29,360,000 compared to net sales  for
the  thirty-nine weeks ended September 29, 1996 (first nine  months  of
1996)  of  $33,145,000.   The  decrease in  sales  was  the  result  of
temporary  delays  in  production and receipt  of  components  for  new
products.

      The gross margin percentage for the first nine months of 1997 was
23.9% as compared with 24.5% for the same period in 1996.  The decrease
in  gross margin percentage was due to a more favorable product mix  in
the first nine months of 1996.

      Selling,  general and administrative expenses for the first  nine
months  of 1997 decreased 5.7% from the first nine months of  1996,  to
$4,562,000.   These expenses as a percent of sales were  15.5%  in  the
first  nine months of 1997 compared to 14.6% for the similar period  in
1996.  The increase as a percent of sales was primarily attributable to
decreased sales in the first nine months of 1997.

      Company  sponsored engineering research and development  expenses
for  the first nine months of 1997 decreased 21.6% from the first  nine
months  of 1996 to $944,000.  These expenses as a percentage  of  sales
were  3.2%  in the first nine months of 1997 compared to 3.6%  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 $578,000  for  the
first  nine months of 1997 compared to $888,000 for the similar  period
in  1996.   The decrease reflects decreased debt compared to the  prior
year.

      The  income  tax provision in the first nine months of  1997  was
completely  offset  by the utilization of the Company's  net  operating
loss  carryforward.  An additional deferred tax asset of  $600,000  was
recognized  in  the  first nine months of 1997 as management  estimates
that  it  is more likely than not that the deferred tax asset  will  be
realized  in future periods.  Additional deferred tax assets  could  be
recognized   in  future  periods  if  the  probability  of  realization
increases.

      Net income for the first nine months of 1997 increased 28.3% from
the first nine months of 1996 to $1,522,000. Earnings per share for the
first  nine months of 1997 were $0.26 as compared to earnings per share
of  $0.20 for the similar period in 1996 based on a weighted average of
5,872,000  shares  and 5,867,000 shares of the Company's  common  stock
outstanding for the respective periods.


                                    -8-

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      Working  capital approximated $19,167,000 at September  28,  1997
compared to $17,999,000 at December 31, 1996.

     A $15 million revolving credit agreement, at the Company's option,
bears  interest  at  the  bank's reference rate  (8.50%  and  8.25%  at
September 28, 1997 and December 31, 1996, respectively), or at  a  rate
equaling  the  London  Inter Bank Offered  Rate  (5.65%  and  5.56%  at
September 28, 1997 and  December 31, 1996, 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,  1999, 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.

                                  -9-

<PAGE>

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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

Item 6 - Exhibits and Reports on Form 8-K

       (a) Exhibits

            27.  Financial Data Schedule

       (b) Reports on Form 8-K

             None

                                      -10-

<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:  November 13, 1997

                                     -11-