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 April 1, 2001				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 9, 2001: 5,871,523 shares of Common Stock,
$.01 par value.

<PAGE>
                      PART I - FINANCIAL INFORMATION
                  MILTOPE GROUP INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                              (unaudited)

<TABLE>
                                           April 1,    December 31,
                                             2001          2000
ASSETS					-----------    -----------
-------
<S>					<C>	       <C>
CURRENT ASSETS:
 Cash                                	$ 2,431,000     $2,711,000
 Accounts receivable                 	  6,724,000      7,933,000
 Inventories                          	 14,554,000     12,877,000
 Deferred income taxes                 	    952,000        952,000
 Other current assets                  	    326,000        382,000
					-----------    -----------
      Total current assets            	 24,987,000     24,855,000
					-----------    -----------
PROPERTY AND EQUIPMENT - at cost:
 Machinery and equipment               	  8,316,000      8,911,000
 Furniture and fixtures               	  1,628,000      1,628,000
 Land, building and improvements      	  6,702,000      6,732,000
					-----------    -----------
      Total property and equipment       16,646,000     17,271,000
 Less accumulated depreciation           10,422,000     10,679,000
					-----------    -----------
      Property and equipment - net        6,224,000      6,592,000
					-----------    -----------
DEFERRED INCOME TAXES                     3,212,000      3,212,000
OTHER ASSETS                                940,000        956,000
					-----------    -----------
TOTAL                                   $35,363,000    $35,615,000

LIABILITIES AND STOCKHOLDERS'EQUITY
-----------------------------------
CURRENT LIABILITIES:
 Short-term debt                            725,000        800,000
 Accounts payable                       $ 6,568,000     $5,533,000
 Accrued expenses                         4,246,000      4,534,000
 Current maturities of long-term debt     4,753,000      4,129,000
					-----------    -----------
      Total current liabilities          16,292,000     14,996,000
LONG-TERM DEBT                            8,425,000      9,654,000
OTHER LIABILITIES                            41,000         49,000
					-----------    -----------
      Total liabilities                  24,758,000     24,699,000
					===========    ===========
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock - $.01 par value;
  20,000,000 shares authorized;
  6,811,112 shares outstanding               68,000         68,000
  at April 1, 2001 and
  December 31, 2000

Capital in excess of par value           24,519,000     24,519,000
Retained earnings                           264,000        575,000
					-----------    -----------
                                         24,851,000     25,162,000
Less treasury stock at cost              14,246,000     14,246,000
					-----------    -----------
     Total stockholders' equity          10,605,000     10,916,000
					-----------    -----------
TOTAL                                   $35,363,000    $35,615,000
					===========    ===========
</TABLE>
See Notes To Consolidated Financial Statements

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

<TABLE>
        	                                 Thirteen Weeks Ended
					      --------------------------
                	                                    As Restated
                        	             	April 1,     March 26,
                                	          2001         2000
					     -----------    -----------
<S>					     <C>	    <C>
NET SALES                              	     $ 9,993,000    $ 7,727,000
					     -----------    -----------
COSTS AND EXPENSES:
  Cost of sales                      	       8,378,000      5,591,000
  Selling, general and administrative          1,554,000      1,791,000
  Engineering, research and development          159,000        264,000
					     -----------    -----------
   Total                             	      10,091,000      7,646,000
INCOME (LOSS) FROM OPERATIONS                    (98,000)        81,000
INTEREST EXPENSE -  net                          213,000        308,000
					     -----------    -----------
LOSS BEFORE  INCOME TAXES                       (311,000)      (227,000)
INCOME TAX BENEFIT                                     -              -
					     -----------    -----------
NET LOSS                                     $  (311,000)   $  (227,000)
					     ===========    ===========
BASIC AND DILUTED
  NET LOSS PER SHARE                         $      (.05)   $      (.04)
                                     	     ===========    ===========
WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                                  5,871,523      5,871,523
                                             ===========    ===========

</TABLE>

See Notes To Condensed Consolidated Financial Statements
<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE THIRTEEN WEEKS ENDED APRIL 01, 2001 AND MARCH 26, 2000
                              (unaudited)

<TABLE>									As Restated
                                                          April 1,       March 26,
	                                                    2001           2000
							-----------     -----------
<S>							<C>		<C>
OPERATING ACTIVITIES:
Net loss                               			$  (311,000)    $  (227,000)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
  Depreciation and amortization         		    274,000         364,000
  Provision for slow-moving and obsolete inventories        270,000         315,000
  Provision for doubtful accounts receivable                  3,000           5,000
  Loss on sale of fixed assets                               (6,000)              -
  Change in operating assets and liabilities:

     Accounts receivable 				  1,207,000        (421,000)
     Inventories                        		 (1,947,000)        391,000
     Other current assets				     56,000	     20,000
     Other assets                            			  -        (387,000)
     Accounts payable and accrued expenses        	    739,000        (145,000)
							-----------	-----------
       Cash provided by (used in) operating activities      285,000         (85,000)
							-----------	-----------
INVESTING ACTIVITIES:
  Purchase of property and equipment            	    (41,000)        (49,000)
  Proceeds from sale of property and equipment      	    156,000               -
							-----------	-----------
      Cash provided by (used in) investing activities       115,000         (49,000)
							-----------	-----------
FINANCING ACTIVITIES:
  Payments of other long-term debt     			   (680,000)       (487,000)
							-----------	-----------
      Cash used in financing activities         	   (680,000)       (487,000)
							-----------	-----------
NET DECREASE IN CASH                  			   (280,000)       (621,000)
CASH, BEGINNING OF PERIOD             			  2,711,000       2,437,000
							-----------	-----------
CASH, END OF PERIOD                                     $ 2,431,000     $ 1,816,000
							===========     ===========
SUPPLEMENTAL DISCLOSURE:
   Cash payments made for:
    Income taxes                                        $         -     $         -
							===========	===========
    Interest                                            $   283,000     $   331,000
                                      			===========	===========

</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 April 1, 2001 and December 31,  2000
and  the  results of operations and cash flows for the  thirteen  weeks
ended April 1, 2001 and March 26, 2000.

The  results for the thirteen weeks ended April 1, 2001 and  March  26,
2000  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, 2000.

       Recent   Accounting  Pronouncement  -  Statement  of   Financial
Accounting   Standards  (SFAS)  No.  133,  Accounting  for   Derivative
Instruments  and Hedging Activities, is effective for all fiscal  years
beginning  after  June  15, 2000.  SFAS 133,  as  amended,  establishes
accounting   and   reporting  standards  for  derivative   instruments,
including  certain derivative instruments embedded in  other  contracts
and  for  hedging activities.  Under SFAS 133, certain  contracts  that
were not formerly considered derivatives may now meet the definition of
a  derivative.  The Company adopted SFAS 133 effective January 1, 2001.
The  adoption  of  SFAS  133  did not have a  material  impact  on  the
financial  position,  results  of operations,  or  cash  flows  of  the
Company.

       Reclassifications  -  Certain  prior  year  amounts  have   been
reclassified to conform with the 2001 presentation.

2.   Business Acquisitions - On April 1, 2000, the Company entered into
an  agreement  with Great Universal Incorporated ("GUI"),  to  transfer
GUI's  ownership of 90% of the outstanding stock of IV  Phoenix  Group,
Inc.  ("PGI")  to  the  Company.  Since GUI,  through  its  controlling
interest in the Company, continues to own a controlling interest in PGI
after  the transfer, the acquisition has been recorded on the Company's
books  at  GUI's historical cost and accounted for on an "as if  pooled
basis".  Accordingly, the accompanying financial statements  have  been
restated on this basis.

Net  sales  and  net income (loss) for the separate companies  and  the
combined  amounts presented in the accompanying consolidated  financial
statements are as follows:

<TABLE>
	                                      Thirteen  Weeks          Thirteen Weeks
                                            Ended April 1, 2001      Ended March 26,2000
					    -------------------	     -------------------
<S>						<C>			<C>
Net sales:
  Miltope                           		$ 9,447,000		$ 6,483,000
  PGI                                       	    546,000      	  1,244,000

  Combined (net of related party transactions)  $ 9,993,000     	$ 7,727,000

Net income (loss):
         Miltope                                $   398,000         	    (36,000)
            PGI                                    (709,000)       	   (191,000)

  Combined (net of related party transactions)  $  (311,000)    	$  (227,000)


</TABLE>
Certain amounts from PGI's prior financial statements were reclassified
to conform to Miltope's presentation.

3.   Inventories - Net

Inventories consist of the following:

<TABLE>
                            April 1,		 December 31,
                              2001		    2000
			 ------------		-------------
<S>			 <C>			<C>
Purchased parts and
  subassemblies          $ 11,319,000		$  9,911,000
Work-in-process             3,235,000		   2,966,000
			 ------------		------------
Total                    $ 14,554,000		$ 12,877,000
			 ============		============
</TABLE>

4.   Income Taxes -No income tax benefit has been recognized related to
the net operating losses for the thirteen weeks ended April 1, 2001 and
March 26, 2000 as they 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 allowances provided, will be realized. The valuation
allowances can be adjusted in future periods as the probability of
realization of the deferred tax assets change.

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 (loss) does not reflect other income (expense)
or income taxes.

<PAGE>

<TABLE>
Thirteen Weeks Ended April 1, 2001 and March 26, 2000
-----------------------------------------------------
			                                                              General
    April 1, 2001        		Military/Rugged  Commercial   Eliminations   Corporate      Consolidated
    -------------			--------------- -----------   ------------   ----------     ------------
    <S>					<C>		<C>	      <C>	     <C>	    <C>
    Net sales from external customers   $ 7,264,000     $ 2,729,000   $          -                  $ 9,993,000
					===========     ===========   ============		    ===========
    Segment operating profit (loss)     $  (402,000)    $   311,000   $     (7,000)                 $   (98,000)
					===========     ===========   ============		    ===========
    Identifiable assets  	        $18,808,000     $ 8,694,000   $          -   $ 7,861,000    $35,363,000
					===========     ===========   ============   ===========    ===========
    Capital expenditures 		$    29,000     $   12,000                  		    $    41,000
					===========     ===========   				    ===========
    Depreciation and amortization       $   266,000     $    1,000    $      7,000         	    $   274,000
					===========     ===========   ============		    ===========


                                                         			      General
    March 26, 2000       		Military/Rugged   Commercial  Eliminations   Corporate      Consolidated
    -------------			--------------- -----------   ------------   ----------     ------------
    <S>					<C>		<C>	      <C>	     <C>	    <C>
    Net sales from external customers   $ 4,367,000     $ 3,459,000   $    (99,000)                 $ 7,727,000
					===========     ===========   ============		    ===========
    Segment operating profit (loss)     $  (893,000)    $ 1,011,000   $    (37,000)                 $    81,000
					===========     ===========   ============		    ===========
    Identifiable assets  		$19,925,000     $ 7,828,000   $          -   $ 8,149,000    $35,902,000
					===========     ===========   ============   ===========    ===========
    Capital expenditures 		$    23,000     $    26,000                  		    $    49,000
					===========     ===========   		    		    ===========
    Depreciation and amortization  	$   234,000 	$    94,000   $     36,000        	    $   364,000
					===========     ===========   ============		    ===========

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

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

GENERAL
-------
      The  following  discussion and analysis presents certain  factors
affecting the Company's results of operations for thirteen weeks  ended
April 1, 2001, as compared to thirteen weeks ended March 26, 2000.

RESULTS OF OPERATIONS
---------------------
CONSOLIDATED
------------

Thirteen weeks ended April 1, 2001 compared to thirteen weeks ended
March 26, 2000
------------------------------------------------------------------

      Net  sales  for  the thirteen weeks ended April  1,  2001  (first
quarter of 2001) were $9,993,000 compared to net sales for the thirteen
weeks ended March 26, 2000 (first quarter of 2000) of $7,727,000.   The
increase  in sales was primarily the result of increases in  SPORT  and
airborne printer sales partially offset by decreases in PGI sales.

      The  gross  margin percentage for the first quarter of  2001  was
16.2% compared with 27.6% for the same period in 2000.  The decrease is
primarily  attributable to product mix variations  at  Miltope  coupled
with further deteriorations in product margins at PGI.

     Selling, general and administrative expenses for the first quarter
of  2001 decreased 13.2% from the first quarter of 2000, to $1,554,000.
These expenses as a percent of sales were 15.6% in the first quarter of
2001 compared to 23.2% for the similar period in 2000. The decrease  as
a  percent  of sales was primarily attributable to increased sales  and
continued planned reductions in administrative and marketing  costs  at
both Miltope and PGI.

      Company  sponsored engineering, research and development expenses
for the first quarter of 2001 decreased 39.8% from the first quarter of
2000,  to $159,000.  These expenses as a percentage of sales were  1.6%
in the first quarter of 2001 compared to 3.4% for the similar period in
2000.  The  decrease is attributable to a reduced emphasis on  research
and  development  projects  at PGI coupled  with  a  larger  volume  of
customer funded development programs at Miltope.

      Interest  expense, net of interest income, was  $213,000  in  the
first  quarter of 2001 compared to $308,000 for the similar  period  in
2000.  The decrease reflects decreased debt compared to the prior year.

      Net  loss for the first quarter of 2001 increased from the  first
quarter  of 2000 to a loss of $311,000. The basic and diluted loss  per
share  was $0.05 for the first quarter of 2001 as compared to the basic
and  diluted  loss per share of $0.04 for the similar  period  in  2000
based on a weighted average of 5,871,523 shares of the Company's common
stock outstanding for the first quarter of 2001 and 2000.


MILTOPE CORPORATION
-------------------
     Approximately 95% of the net sales for the three months ended
April 1, 2001 are attributable to Miltope Corporation.  The following
is a discussion of Miltope's operating results net of any inter-company
activity with IV Phoenix Group, Inc.

<TABLE>

	             		    Miltope (net of Eliminations)
        	                       (Amounts in thousands)
                                --------------------------------------
                 		April 1,	March 26,	 %
                  		  2001     	  2000 	       change
				--------        ---------    ---------
<S>				<C>		<C>	     <C>
Net Sales        		$ 9,447		$ 6,483	      	45.7%

Cost of Sales      		  7,457  	  4,645   	60.5%
				--------------------------------------
Profit Margin      		  1,990  	  1,838   	 8.3%
				--------------------------------------
Selling, G&A       		  1,261  	  1,362  	(7.4)%

Engineering, R&D     		    132    	    226        (41.6)%
				--------------------------------------
Income (loss) from Operations       597    	    250        138.8%

Interest Expense - net              199    	    286        (30.4)%
				--------------------------------------
Net Income (Loss) before taxes      398   	    (36)     1,205.5%

Income Tax Benefit                    -               -            -
				--------------------------------------
Net Income (Loss)               $   398             (36)     1,205.5%
				======================================

</TABLE>

     Miltope reported net income of approximately $398,000 for the
first quarter of 2001 compared to a net loss of approximately $36,000
for the comparable period in 2000.  The basic and diluted net income
per share was $.07 for the first quarter of 2001 compared to basic and
diluted net loss per share of $.01 for the first quarter of 2000

     Sales for the first quarter of 2001 totaled approximately
$9,447,000, an increase of approximately $2,964,000, or 45.7%, from the
first quarter of 2000.  This change was attributable to increases in
SPORT related sales and airborne printer products.

     Gross profit, as a percent of sales, was 21.1% for the first
quarter of 2001 and 28.4% for the first quarter of 2000.  The decrease
in 2001 from 2000 was primarily attributable product mix variantions.

     Selling, general and administrative expenses, as a percentage of
sales, were 13.3% in the first quarter of 2001 and 21.0% in the same
period of 2000.  The decrease in 2001 as a percentage of sales was
attributable to increased sales coupled with continued planned
reductions in administrative and marketing costs.

     Engineering, research and development expenses, as a percentage of
sales, was 1.4% in the first quarter of 2001 and 3.5% in the same
period of 2000.  The decrease in 2001 was attributable to a larger
volume of customer funded development programs.

     Interest expense - net decreased 30.4% in the first quarter of
2001 compared to the first quarter of 2000 due to a decrease in total
debt.

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

     The following is a breakdown of significant balance sheet
categories between Miltope and PGI:

<TABLE>
                           		      Miltope                  		      PGI
                         	       (Amounts in thousands)               (Amounts in thousands)
                                        --------------------		     --------------------
                                    April 1, 2001   December 31, 2000  April 1, 2001   December 31, 2000
                                    -------------   -----------------  -------------   -----------------
<S>					<C>		<C>		<C>		   <C>
Cash and equivalents 			$  1,936	$  2,181	$   495   	   $   530

Receivables, net      		           6,417           7,457            307                476

Inventories & other current assets        13,628          12,233          2,204              1,978
					--------	--------	-------		   -------
    Total current assets 		  21,981          21,871          3,006              2,984
					========	========	=======		   =======
Payables and other current liabilities     5,662           5,581          5,153              4,486

Short-term debt                		       -               -            725                800

Current portion of long-term debt   	   4,746           4,096              6                 33
					--------	--------	-------		   -------
    Total current liabilities     	$ 10,408       	$  9,677     	$ 5,884   	   $ 5,319
					========	========	=======		   =======

</TABLE>

      Working capital approximated $8,695,000 at April 1, 2001 compared
to  $9,859,000  at  December 31, 2000.  Accounts  receivable  decreased
approximately $1,209,000 as a result of a higher volume of sales in the
last  quarter of 2000.  Inventories increased approximately  $1,677,000
as  a  result of delays in scheduled shipments of SPORT boxes partially
offset  by increased shipments of airborne cockpit printers.   Accounts
payable   increased   approximately  $1,035,000  reflecting   inventory
purchases in support of increased production in February and  March  of
2001  and anticipated increases in production during April and  May  of
2001.   Current  maturities  of  long-term  debt  increased  reflecting
increased   maturing   amounts  in  certain  of  the   Company's   debt
instruments.

      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,
1999.  As  of  April  1, 2001 the Company was in  compliance  with  all
requirements under the term loan. The Company has committed to continue
its  search for a lender to replace the existing term loan. In the near
term  the  Company anticipates its cash position as being  adequate  to
sustain  the  Company's  ongoing financial commitments.  The  Company's
accounts  receivable, contract rights and inventories  are  pledged  as
collateral to the agreement.


<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

             None

       (b) Reports on Form 8-K

             None

Item 7a - Quantitative and Qualitative Disclosures About Market Risk

     Market risk is the risk of loss arising from adverse changes in
market prices and interest rates.  The Company is exposed to interest
risk inherent in its financial instruments.  The Company is not
currently subject to foreign currency or commodity price risk.  The
Company manages its exposure to these market risks through its regular
operating and financing activities.

     The Company has a revolving credit loan and an Industrial
Development Authority Bond Issue that are exposed to changes in
interest rates during the course of their maturity.  Both debt
instruments bear interest at current market rates and thus approximate
fair market value.  The Company manages its interest rate risk by (a)
periodically retiring and issuing debt and (b) periodically fixing the
interest rate on the London Inter Bank Offered Rate (LIBOR) portion of
its revolving credit loan for 30 to 60 days in order to minimize
interest rate swings.  A 10% increase in interest rates would affect
the Company's variable debt obligations and could potentially reduce
future earnings by a maximum of approximately $100,000.



<PAGE>

                           SIGNATURES



      Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  the Registrant has duly caused this report to be signed  on  its
behalf by the undersigned thereunto duly authorized.



                                   MILTOPE GROUP INC.


                                   By: /s/ Thomas R. Dickinson
				     -----------------------------------------
                                     Thomas R. Dickinson,
                                     President  and  Chief  Executive Officer
                                     (Principle Executive Officer)




Dated:  May  16, 2001