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 29, 2002                Commission File Number 0-13433
------------------------

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



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


3800 Richardson Road South
       Hope Hull, AL                                     36043
--------------------------                            ----------
    (Address of principal                             (Zip Code)
     executive offices)


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

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


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

     Yes   X                       No
        -------                      -------
     Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this
report.  Outstanding at October 24, 2002: 5,878,909 shares of Common
Stock, $.01 par value.
<PAGE>
<TABLE>
                                Part I
                         FINANCIAL INFORMATION

Item 1 - Financial Statements

                  MILTOPE GROUP INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                              (unaudited)

                                                September 29,    December 31,
                                                    2002          2001
                                                ------------     -----------
<S>                                             <C>              <C>
CURRENT ASSETS:
 Cash                                           $   972,000      $ 1,120,000
 Accounts receivable, net of allowance of
    $621,000 (2002) and $315,000 (2001)           9,645,000        7,188,000
 Inventories                                     12,775,000       11,416,000
 Deferred income taxes                              945,000        1,339,000
 Other current assets                               455,000          389,000
                                                -----------      -----------
      Total current assets                       24,792,000       21,452,000
                                                -----------      -----------
PROPERTY AND EQUIPMENT - at cost:
 Machinery and equipment                          8,517,000        7,588,000
 Furniture and fixtures                           1,592,000        1,588,000
 Land, building and improvements                  6,396,000        6,702,000
                                                -----------      -----------
      Total property and equipment               16,505,000       15,878,000
  Less accumulated depreciation                  10,428,000       10,058,000
                                                -----------      -----------
        Property and equipment - net              6,077,000        5,820,000
                                                -----------      -----------
DEFERRED INCOME TAXES                             3,219,000        2,825,000
OTHER ASSETS                                        270,000          497,000
                                                -----------      -----------
TOTAL                                           $34,358,000      $30,594,000
                                                -----------      -----------
                                                -----------      -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
 Accounts payable                               $11,183,000      $ 6,972,000
 Accrued expenses                                 1,954,000        2,783,000
 Short-term debt                                    540,000          640,000
 Current maturities of long-term debt             3,813,000        3,845,000
                                                -----------      -----------
      Total current liabilities                  17,490,000       14,240,000
LONG-TERM DEBT                                    5,397,000        6,650,000
OTHER LIABILITIES                                   846,000        1,065,000
                                                -----------      -----------
      Total liabilities                          23,733,000       21,955,000
                                                -----------      -----------
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 (accumulated deficit)             171,000       (1,702,000)
                                                -----------      -----------
                                                 24,758,000       22,885,000
Less treasury stock at cost                      14,133,000       14,246,000
                                                -----------      -----------
     Total stockholders' equity                  10,625,000        8,639,000
                                                -----------      -----------
TOTAL                                           $34,358,000      $30,594,000
                                                -----------      -----------
                                                -----------      -----------
</TABLE>
See Notes To Condensed Condolidated Financial Statements
<PAGE>
<TABLE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)

                                            Thirteen Weeks Ended
                                        ----------------------------
                                        September 29,  September 30,
                                            2002           2001
                                        -------------  -------------
<S>                                      <C>            <C>
NET SALES                                $12,784,000    $12,551,000
                                         -----------    -----------
COSTS AND EXPENSES:
  Cost of sales                           10,485,000     11,111,000
  Selling, general and administrative      1,550,000      1,458,000
  Engineering, research and development      240,000        239,000
                                         -----------    -----------
   Total                                  12,275,000     12,808,000
                                         -----------    -----------
INCOME (LOSS) FROM OPERATIONS                509,000       (257,000)
OTHER INCOME (EXPENSE):
  Interest expense                          (188,000)      (210,000)
  Interest income                              5,000         24,000
                                         -----------    -----------
   Total                                    (183,000)      (186,000)
                                         -----------    -----------
INCOME (LOSS) BEFORE  INCOME TAXES           326,000       (443,000)
INCOME TAX BENEFIT                                 -              -
                                         -----------    -----------
NET INCOME (LOSS)                        $   326,000    $  (443,000)
                                         ===========    ===========
NET INCOME (LOSS) PER SHARE
  BASIC                                  $      0.06    $     (0.08)
                                         ===========    ===========
  DILUTED                                $      0.05    $     (0.08)
                                         ===========    ===========
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING:
  BASIC                                    5,878,207      5,871,523
                                         ===========    ===========
  DILUTED                                  6,020,293      5,871,523
                                         ===========    ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
<PAGE>
<TABLE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)

                                         Thirty-Nine Weeks Ended
                                       ---------------------------
                                       September 29, September 30,
                                            2002         2001
                                       ------------  -------------
<S>                                     <C>           <C>
NET SALES                               $33,191,000   $33,931,000
                                        -----------   -----------
COSTS AND EXPENSES:
 Cost of sales                           25,971,000    29,287,000
  Selling, general and administrative     4,000,000     4,489,000
  Engineering, research and development     819,000       754,000
                                        -----------   -----------
   Total                                 30,790,000    34,530,000
                                        -----------   -----------
INCOME (LOSS) FROM OPERATIONS             2,401,000      (599,000)
OTHER INCOME (EXPENSE):
   Interest expense                        (447,000)     (691,000)
   Interest income                           21,000       103,000
                                        -----------   -----------
     Total                                 (426,000)     (588,000)
                                        -----------   -----------
INCOME (LOSS) BEFORE  INCOME TAXES        1,975,000    (1,187,000)
INCOME TAX BENEFIT                                -             -
                                        -----------   -----------
NET INCOME (LOSS)                       $ 1,975,000   $(1,187,000)
                                        ===========   ===========
BASIC AND DILUTED
NET INCOME (LOSS) PER SHARE:
  BASIC                                 $       .34   $      (.20)
                                        ===========   ===========
  DILUTED                               $       .33   $      (.20)
                                        ===========   ===========
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING
  BASIC                                   5,874,671     5,871,523
                                        ===========   ===========
  DILUTED                                 6,000,677     5,871,523
                                        ===========   ===========
</TABLE>
See Notes To Condensed Consolidated Statements
<PAGE>
<TABLE>


                  MILTOPE GROUP INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2002 AND SEPTEMBER 30, 2001
                              (unaudited)


                                                                   September 29,  September 30,
                                                                       2002           2001
OPERATING ACTIVITIES:                                              ------------   ------------
<S>                                                                 <C>           <C>
Net income (loss)                                                   $ 1,975,000   $(1,187,000)
Adjustments to reconcile net loss to net cash
provided by operating activities:
  Depreciation and amortization                                         705,000        762,000
  Provision for slow-moving and obsolete inventories                    850,000      1,270,000
  Provision for doubtful accounts receivable                            353,000         51,000
  Loss on disposal of property and equipment                             15,000         36,000
  Change in operating assets and liabilities provided (used) cash:
        Accounts receivable                                          (2,810,000)       100,000
        Inventories                                                  (2,209,000)       652,000
        Other current assets                                            (65,000)       (91,000)
        Other assets                                                    217,000         16,000
        Accounts payable and accrued expenses                         3,151,000       (810,000)
                                                                    -----------    -----------
         Cash provided by operating activities                        2,182,000        799,000
                                                                    -----------    -----------
INVESTING ACTIVITIES:
  Purchase of property and equipment                                   (954,000)      (147,000)
        Sale of property and equipment                                        -        166,000
                                                                    -----------    -----------
         Cash provided by (used in) investing activities               (954,000)        19,000
                                                                    -----------    -----------
FINANCING ACTIVITIES:
  Proceeds from exercise of stock options                                10,000              -
  Payments of long-term debt                                         (1,386,000)    (2,636,000)
                                                                    -----------    -----------
        Cash used in financing activities                            (1,376,000)    (2,636,000)
                                                                    -----------    -----------
NET DECREASE IN CASH                                                   (148,000)    (1,818,000)
CASH, BEGINNING OF PERIOD                                             1,120,000      2,711,000
                                                                    -----------    -----------
CASH, END OF PERIOD                                                 $   972,000   $    893,000
                                                                    ===========   ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
   Cash payments made for:
    Income taxes                                                    $   244,000    $    27,000
                                                                    ===========   ============
    Interest                                                        $   400,000    $   699,000
                                                                    ===========   ============
</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 29, 2002 and December  31,
2001 and the results of operations and cash flows for the thirteen  and
thirty-nine weeks ended Septmeber 29, 2002 and September 30, 2001.  All
amounts presented have been rounded to the nearest thousand.

The  results for the thirteen and thirty-nine weeks ended September 29,
2002  and  September  30, 2001 are not necessarily  indicative  of  the
results  for  an entire year.  It is suggested that these  consolidated
financial  statements be read in conjunction with the Company's  Annual
Report on Form 10-K for the fiscal year ended December 31, 2001.

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

      Long-Lived Assets - The Company recognizes impairment  losses  on
long-lived assets used in operations when indicators of impairment  are
present  and  the undiscounted cash flows estimated to be generated  by
those  assets  are  less than the assets' carrying  amounts.   In  such
cases, the Company would record an impairment loss to reduce long-lived
assets to their fair value.

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

     Net Income (Loss) Per Share - Basic and diluted earnings per share
are  computed by dividing the net income (loss) by the weighted average
common shares outstanding (basic EPS) or weighted average common shares
outstanding  assuming  dilution  (diluted  EPS).   Options  that  could
potentially  dilute  basic  net income per share  in  the  future  were
included  in  the computation of diluted net income per share  for  the
thirteen  and thirty-nine weeks ending September 29, 2002, as  detailed
below:
<TABLE>

                                      Thirteen Weeks Ended         Thirty-nine Weeks Ended
                                   ----------------------------  ----------------------------
                                   September 29,  September 30,  September 29,  September 30,
                                      2002            2001           2002           2001
                                   -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>
Weighted average common
 shares outstanding - basic          5,878,207      5,871,523      5,874,671      5,871,523
Dilutive effect of stock options       142,086              -        126,006              -
                                     ---------      ---------      ---------      ---------
Weighted average common
shares outstanding - diluted         6,020,293      5,871,523      6,000,677      5,871,523
                                     =========      =========      =========      =========
</TABLE>

     During  a  loss period, the assumed exercise of outstanding  stock
options  has  an  anti-dilutive effect.  As a  result,  the  comparable
options are not included in the weighted average shares outstanding  of
5,871,523  used in the calculation of basic and diluted  net  loss  per
share for the thirteen and thirty-nine weeks ending September 30, 2001.
Anti-dilutive  options were 197,952 and 395,795 at September  29,  2002
and September 30, 2001, respectively.

     SFAS   No.  130,  "Reporting  Comprehensive  Income,"  established
standards  for  reporting and display of comprehensive income  and  its
components  in  financial statements.  For the  three  and  nine  month
periods  ended September 29, 2002 and September 30, 2001, comprehensive
income was the same as net income.

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

     In June 2001, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", which is effective for
any exit or disposal activities initiated after 12/31/02.  SFAS 146
requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred rather
than at the time a company commits to an exit plan.  SFAS 146 also
establishes that the liability should initially be measured and
recorded at fair value.


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

2.   Inventories - Net - Inventories consist of the following:
<TABLE>

                         September, 2002     December 31, 2001
                         --------------      ----------------
<S>                       <C>                  <C>
 Purchased parts and
  subassemblies           $ 8,778,000          $ 9,246,000
Work-in-process             3,997,000            2,170,000
                          -----------          -----------
Total                     $12,775,000          $11,416,000
                          ===========          ===========

</TABLE>

Inventories  include a reserve for slow-moving and  obsolete  items  of
$1,739,000 and $2,480,000 at September 29, 2002 and December 31,  2001,
respectively.

3.    Income Taxes - No income tax expense has been recognized  related
to the income from operations for the thirty-nine weeks ended September
29,  2002  since the Company's income was offset by the utilization  of
its  net operating loss carry forward.  No income tax benefit has  been
recognized  related  to  the operating loss for the  thirty-nine  weeks
ended September 30, 2001 as the net operating loss carry forwards  have
been fully reserved with a valuation allowance. Although realization is
not  assured, management believes it is more likely than not  that  the
recorded deferred tax assets, net of valuation allowance provided, will
be realized. The valuation allowances can be adjusted in future periods
as the probability of realization of the deferred tax assets change.

4.   Contingencies:

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

     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
29, 2002, the Company believes that any additional costs evolving from
these negotiations would not be material to the consolidated financial
statements.



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

Thirteen Weeks Ended September 29, 2002 and September 30, 2001
--------------------------------------------------------------
                                                                                       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
                                          ===========     ==========   ============               ===========
                                                                                       General
    September 30, 2001                  Military/Rugged   Commercial   Eliminations   Corporate   Consolidated
    ------------------                  ---------------   ----------   ------------   ---------   ------------
    <S>                                   <C>             <C>          <C>            <C>         <C>
    Net sales from external customers     $ 9,981,000     $2,691,000   $(121,000)                 $12,551,000
                                          ===========     ==========   ============               ===========
    Segment operating income (loss)       $(1,015,000)    $  758,000   $       -                  $  (257,000)
                                          ===========     ==========   ============               ===========
    Identifiable assets                   $17,574,000     $6,970,000   $       -      $6,438,000  $30,982,000
                                          ===========     ==========   ============   ==========  ===========
    Capital expenditures                  $    55,000     $   16,000   $       -                  $    71,000
                                          ===========     ==========   ============               ===========
    Depreciation and amortization         $   235,000     $    1,000   $       -                  $   236,000
                                          ===========     ==========   ============               ===========


Thirty-Nine Weeks Ended September 29, 2002 and September 30, 2001
-----------------------------------------------------------------
                                                                                       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
    September 30, 2001                  Military/Rugged   Commercial   Eliminations   Corporate   Consolidated
    ------------------                  ---------------   ----------   ------------   ---------   ------------
    <S>                                   <C>             <C>          <C>            <C>         <C>
    Net sales from external customers     $26,041,000     $8,107,000   $(217,000)                 $33,931,000
                                          ===========     ==========   ============               ===========
    Segment operating income (loss)       $(1,652,000)    $1,060,000   $(  7,000)                 $  (599,000)
                                          ===========     ==========   ============               ===========
    Identifiable assets                   $17,574,000     $6,970,000   $       -      $6,438,000  $30,982,000
                                          ===========     ==========   ============   ==========  ===========
    Capital expenditures                  $   111,000     $   36,000   $       -                  $   147,000
                                          ===========     ==========   ============               ===========
    Depreciation and amortization         $   752,000     $    3,000   $   7,000                  $   762,000
                                          ===========     ==========   ============               ===========


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

</TABLE>

6.  Closing of Production Facility  - On August 31, 2002, the  Company's
25,000 square foot clean room, assembly and test facility in Springfield,
Vermont  was  shutdown.    Manufacturing  of   those  productlines   was
transferred to the Company's Hope Hull, Alabama facility.    Expenses of
$300,000  incurred  and  paid  during  the  quarter  included severance,
relocation expenses, and some minor remodeling of the Hope Hull facility
to accommodate the additional activity.

Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations

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

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

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

GENERAL
-------
      The  following  discussion and analysis presents certain  factors
affecting  the  Company's results of operations for the thirteen  weeks
and  thirty-nine  weeks ended September 29, 2002, as  compared  to  the
thirteen weeks and thirty-nine weeks ended September 30, 2001.



RESULTS OF OPERATIONS
--------------------=

Thirteen  weeks  ended September 29, 2002 compared  to  thirteen  weeks
ended September 30, 2001
-----------------------------------------------------------------------
      Net  sales for the thirteen weeks ended September 29, 2002 (third
quarter  of  2002)  were $12,784,000 compared  to  net  sales  for  the
thirteen  weeks  ended September 30, 2001 (third quarter  of  2001)  of
$12,551,000.  Military sales increased in the third quarter of 2002  to
$11,584,000  as  compared to $9,981,000 in the third quarter  of  2001.
Commercial  sales decreased in the third quarter of 2002 to  $1,266,000
from  $2,691,000 in the third quarter of 2001.  The 16.1%  increase  in
military  sales  year  to year was primarily the result  of  $9,352,000
attributable to the ramping up of production of the Maintenance Support
Device  ("MSD"), which is the five-year rugged laptop computer contract
awarded  to  Miltope in May of 2001,  partially offset by the  loss  of
$8,028,000 in revenue attributable the completion of the SPORT program,
a  five-year hand-held computer contract completed in June  2002.   The
53.0%  decrease  in  commercial  sales  is  directly  attributable   to
decreased orders from the commercial airline industry.

      The  gross  margin percentage for the third quarter of  2002  was
18.0% compared to 11.5% for the same period in 2001.  This increase  is
largely  due  to the elimination of approximately $770,000 in  negative
gross margin related to IV Phoenix Group, Inc. ("PGI"), a subsidiary of
the  Company which was closed in August 2001.  These cost savings  were
partially  offset  in the third quarter by expensing  of  approximately
$300,000  of  costs  associated  with  the  closing  of  the  Company's
Springfield,  Vermont  production facility and the  transfer  of  those
production activities to the Hope Hull, Alabama facility, and  $333,000
of  amortization of costs associated with the start-up of the  new  MSD
contract.

     Selling, general and administrative expenses for the third quarter
of  2002  increased 6.3% from the third quarter of 2001, to $1,550,000.
These expenses as a percent of sales were 12.1% in the third quarter of
2002 compared to 11.6% for the similar period in 2001.  The increase as
a  percent  of  sales  is  primarily attributable  to  increased  legal
expenses in the third quarter.

      Company  sponsored engineering, research and development expenses
for  the third quarter of 2002 remained almost constant from the  third
quarter of 2001 at $240,000.  These expenses as a percent of sales were
1.9% in the third quarter of 2002 and 2001.

      Interest  expense  was  $188,000 in the  third  quarter  of  2002
compared to $210,000 for the similar period in 2001.  The decrease is a
result  of decreased debt balances and reduced interest rates  compared
to the prior year.

      Interest income was $5,000 in the third quarter of 2002  compared
to $24,000 for the similar period in 2001.  The decrease reflects lower
investment  balances  and lower interest rates compared  to  the  prior
year.

      The  consolidated net income for the third quarter  of  2002  was
$326,000  compared to a consolidated net loss of $443,000 in the  third
quarter  of  2001.  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.   The  basic
and diluted net loss per share was $0.08 for the similar period in 2001
based on a weighted average of 5,871,523 shares of the Company's common
stock outstanding.

Thirty-nine  weeks  ended  September 29, 2002 compared  to  thirty-nine
weeks ended September 30, 2001
-----------------------------------------------------------------------
      Net  sales  for  the first nine months of 2002  were  $33,191,000
compared to net sales for the first nine months of 2001 of $33,931,000.
The  decrease  in  sales  was primarily attributable  to  the  loss  of
$20,744,000 in revenue attributable to the completion of the five  year
SPORT  program  partially offset by a $20,206,000 increase  in  revenue
attributable  to the ramp up of the replacement MSD program  into  full
production.

      The  gross margin percent for the first nine months of  2002  was
21.8%  compared to 13.7% for the same period in 2001. This increase  is
largely  due to the elimination of $1,500,000 in negative gross  margin
related  to PGI as well as improved product mix versus the same  period
of 2001.  These cost savings were partially offset in the third quarter
by  the  expensing of $300,000 of costs related to the closing  of  the
Company's Springfield, Vermont production facility and the transfer  of
those  production  activities to the Hope Hull, Alabama  facility,  and
$333,000 of amortization of costs associated with the start-up  of  the
new MSD contract.

      Selling,  general and administrative expenses for the first  nine
months  of 2002 decreased 10.9% from the first nine months of 2001,  to
$4,000,000.   These expenses as a percent of sales were  12.0%  in  the
first  nine months of 2002 compared to 13.2% for the similar period  in
2001.  The decrease as a percent of sales is primarily attributable  to
the elimination of certain selling, general and administrative expenses
related to PGI and continued focus on cost improvement in all areas  of
the Company.

      Company  sponsored engineering, research and development expenses
for  the  first nine months of 2002 increased 8.6% from the first  nine
months of 2001, to $819,000.  These expenses as a percent of sales were
2.5%  in  the first nine months of 2002 compared to 2.2% for the  first
nine  months of 2001.  The increase in Company funded engineering  cost
is  primarily  attributable to continued development  in  the  airborne
commercial  sector partially offset by the elimination  of  engineering
expenses related to PGI.

      Interest  expense was $447,000 in the first nine months  of  2002
compared  to  $691,000 for the similar period in  2001.   The  decrease
reflects decreased debt and reduced interest rates as compared  to  the
prior year.

      Interest  income  was $21,000 in the first nine  months  of  2002
compared  to  $103,000 for the similar period in  2001.   The  decrease
reflects lower investment balances and lower interest rates compared to
the prior year.

      The consolidated net income for the first nine months of 2002 was
$1,975,000  compared to a consolidated net loss of  $1,187,000  in  the
first  nine months of 2001.  The basic net income per share  was  $0.34
for  the  first  nine  months  of 2002 based  on  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.   The basic and diluted net loss per share was  $0.20  for
the  similar  period in 2001 based on a weighted average  of  5,871,523
shares of the Company's common stock outstanding.

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

      Working capital was $7,302,000 at September 29, 2002 compared  to
$7,212,000  at  December  31,  2001.   Accounts  receivable   increased
$2,457,000  as a result of increased sales in September of 2002  versus
sales  in  December  of  2001.  Inventory levels  increased  $1,359,000
compared  to  December 31, 2001 balances as a result of  the  delay  in
ramping  the  MSD  program  into  full  production.   Accounts  payable
increased  $4,211,000 reflecting higher levels of inventory during  the
quarter.   Current  maturities  of  long-term  debt  decreased  $32,000
reflecting  the  current  status  on  certain  of  the  Company's  debt
instruments.

     Capital expenditures totaled $954,000 for the first nine months of
2002  compared  to  $147,000 in the first nine  months  of  2001.   The
increase in 2002 over 2001 is due to capitalization of tooling and test
equipment  in  relation  to the MSD five-year  rugged  laptop  computer
contract  awarded  to Miltope in May of 2001 coupled with  expenditures
made  to  update and secure Miltope's information systems technological
infrastructure.  The Company expects capital expenditures for the  full
year   2002   to   be   approximately  $1,000,000.   Depreciation   and
amortization expense for the first nine months of 2002 totaled $705,000
compared  to  $762,000 for the first nine months of 2001.  Depreciation
and  amortization expense for the remainder of 2002 is expected  to  be
approximately $225,000.

      The  Company's  $15,000,000 revolving credit agreement  with  its
primary  lender matured on May 31, 1999 and was converted into  a  term
loan  payable in twelve equal quarterly installments commencing  August
of 1999.  The payout of this term loan was extended by the bank through
February  2004.  As of September 29, 2002 the Company was in compliance
with  all  requirements under this term loan.   The  Company  has  been
funding  short-term cash needs through operations since 1999 without  a
revolving  credit agreement and expects to continue doing  so  for  the
near  term.  The Company will seek additional short-term  financing  as
these needs develop. The Company's accounts receivable, contract rights
and inventories are pledged as collateral to the agreement.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

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

      In June 2001, the FASB issued SFAS No. 146, "Accounting for Costs
Associated  with Exit or Disposal Activities", which is  effective  for
any  exit  or disposal activities initiated after 12/31/02.   SFAS  146
requires  that  a  liability  for a cost associated  with  an  exit  or
disposal  activity be recognized when the liability is incurred  rather
than  at  the  time a company commits to an exit plan.  SFAS  146  also
establishes  that  the  liability  should  initially  be  measured  and
recorded at fair value.

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.

        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.

Impairment  of  Long-lived  Assets - In accordance  with  Statement  of
Financial  Accounting Standards ("SFAS") No.121,  "Accounting  for  the
Impairment  of  Long-Lived  Assets and  for  Long-Lived  Assets  to  Be
Disposed  Of,"  the Company recognizes impairment losses on  long-lived
assets used in operations when indicators of impairment are present and
the  undiscounted cash flows estimated to be generated by those  assets
are less than the assets' carrying amounts.  In such cases, the Company
would  record an impairment loss to reduce long-lived assets  to  their
fair value.

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.  The Company manages its interest rate risk by (a)
periodically retiring and issuing debt and (b) periodically fixing the
interest rate on the London Inter Bank Offered Rate (LIBOR) portion of
its revolving credit loan for 30 to 60 days in order to minimize
interest rate swings.  An increase in interest rates of 1% would affect
the Company's variable debt obligations and could potentially reduce
future earnings by a maximum of approximately $97,000 per year.


Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     The  Company's  President/Chief Executive Officer and  it's  Chief
Financial  Officer have reviewed the Company's disclosure controls  and
procedures (as defined in Exchange Act Rules 13a-14 ( c) and  15d-14  (
c)),  within 90 days of the filing of this report, and have  determined
such  disclosure  controls and procedures to be effective  in  alerting
them  to  material  information relating to the  Company  that  may  be
required to be included in the Company's periodic filings.

Change in Internal Controls

     Since  the  date  of  the review, there have been  no  significant
changes  in  the Company's internal controls or in other  factors  that
could significantly affect these controls.

<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
           --------
           99.1 Certification of Principal Financial Officer
           99.2 Certification of Principal Executive Officer

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


Dated:  November 13, 2002

<PAGE>
                            CERTIFICATIONS

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Thomas R. Dickinson, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Miltope
  Group, Inc. (the "registrant");

2.   Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements and other
financial information included in the quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for the periods presented
in this quarterly report;

4.   The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

  a)   Designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly report
     is being prepared;

b)   Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of the date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

c)   Presented in the quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
  based on our most recent evaluation, to the registrant's auditors and
  the audit committee of the registrant's board of directors (or persons
  performing the equivalent function):

  a)   All significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's ability
     to record, process, summarize and report financial data and have
     identified for the registrant's auditors any material weaknesses in
     internal controls; and

b)   Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6.   The registrant's other certifying officers and I have indicated in
  the quarterly report whether or not there were significant changes in
  internal controls or in other factors that could significantly affect
  internal controls subsequent to the date of our most recent evaluation,
  including any corrective actions with regard to significant
  deficiencies and material weaknesses.


     Date:  November 13, 2002      /s/Thomas R. Dickinson
                                   --------------------------------------
                                   President and Chief Executive Officer
<PAGE>


                            CERTIFICATIONS

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Tom B. Dake, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Miltope
  Group, Inc. (the "registrant");

2.   Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements and other
financial information included in the quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for the periods presented
in this quarterly report;

4.   The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

  a)   Designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly report
     is being prepared;

b)   Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of the date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

c)   Presented in the quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,
  based on our most recent evaluation, to the registrant's auditors and
  the audit committee of the registrant's board of directors (or persons
  performing the equivalent function):

  a)   All significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's ability
     to record, process, summarize and report financial data and have
     identified for the registrant's auditors any material weaknesses in
     internal controls; and

b)   Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6.   The registrant's other certifying officers and I have indicated in
  the quarterly report whether or not there were significant changes in
  internal controls or in other factors that could significantly affect
  internal controls subsequent to the date of our most recent evaluation,
  including   any   corrective  actions  with  regard  to   significant
  deficiencies and material weaknesses.


     Date:  November 13, 2002    /s/Tom B. Dake
                                ------------------------------------------
                                Vice-President and Chief Financial Officer