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 30, 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.)


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 500 Richardson Rd. South

    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 9, 2001: 5,871,523 shares of Common
Stock, $.01 par value.
<PAGE>
<TABLE>
                    PART I - FINANCIAL INFORMATION
                  MILTOPE GROUP INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                              (unaudited)


                                       September 30,     December 31,
ASSETS                                     2001              2000
                                       -------------     -------------
<S>                                     <C>              <C>
CURRENT ASSETS:
 Cash                                   $   893,000      $ 2,711,000
 Accounts receivable                      7,782,000        7,933,000
Inventories                              10,955,000       12,877,000
Deferred income taxes                     1,095,000          952,000
Other current assets                        474,000          382,000
                                        -----------      -----------
      Total current assets               21,199,000       24,855,000
                                        -----------      -----------
PROPERTY AND EQUIPMENT - at cost:
Machinery and equipment                   7,347,000        8,911,000
Furniture and fixtures                    1,588,000        1,628,000
Land, building and improvements           6,702,000        6,732,000
                                        -----------      -----------
      Total property and equipment       15,637,000       17,271,000
  Less accumulated depreciation           9,830,000       10,679,000
                                        -----------      -----------
        Property and equipment - net      5,807,000        6,592,000
                                        -----------      -----------
DEFERRED INCOME TAXES                     3,069,000        3,212,000
OTHER ASSETS                                907,000          956,000
                                        -----------      -----------
TOTAL                                   $30,982,000      $35,615,000
                                        ===========      ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES:
 Short-term debt                        $   640,000      $   800,000
Accounts payable                          5,302,000        5,533,000
Accrued expenses                          3,978,000        4,534,000
Current maturities of long-term debt      3,778,000        4,129,000
                                        -----------      -----------
      Total current liabilities          13,698,000       14,996,000
LONG-TERM DEBT                            7,529,000        9,654,000
OTHER LIABILITIES                            26,000           49,000
                                        -----------      -----------
     Total liabilities                   21,253,000       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
Capital in excess of par value           24,519,000       24,519,000
Retained earnings (accumulated deficit)    (612,000)         575,000
                                        -----------      -----------
                                         23,975,000       25,162,000
Less treasury stock at cost              14,246,000       14,246,000
                                        -----------      -----------
     Total stockholders' equity           9,729,000       10,916,000
                                        -----------      -----------
TOTAL                                   $30,982,000      $35,615,000
                                        ===========      ===========
</TABLE>
See Notes To Condensed Consolidated Financial Statements

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

                                                    Thirteen Weeks Ended
                                                ----------------------------
                                                September 30,   September 24,
                                                   2001             2000
                                                ------------    ------------
<S>                                             <C>             <C>
NET SALES                                       $12,551,000     $ 9,385,000
                                                -----------     -----------
COSTS AND EXPENSES:

  Cost of sales                                  11,111,000       7,767,000

  Selling, general and administrative             1,458,000       1,863,000

  Engineering, research and development             239,000          90,000
                                                -----------     -----------
   Total                                         12,808,000       9,720,000
                                                -----------     -----------
LOSS FROM OPERATIONS                               (257,000)       (335,000)

INTEREST EXPENSE -  net                             186,000         284,000
                                                -----------     -----------
LOSS BEFORE  INCOME TAXES                          (443,000)       (619,000)

INCOME TAX BENEFIT                                        -               -
                                                -----------     -----------
NET LOSS                                        $  (443,000)    $  (619,000)
                                                ===========     ===========
BASIC AND DILUTED
  NET LOSS PER SHARE                            $     (0.08)    $     (0.10)
                                                ===========     ===========
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                              5,871,523       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 30,    September 24,
                                              2001             2000
                                          -------------    -------------
<S>                                       <C>              <C>
NET SALES                                 $33,931,000      $27,837,000
                                          -----------      -----------
COSTS AND EXPENSES:
 Cost of sales                             29,287,000       21,996,000

  Selling, general and administrative       4,489,000        5,509,000

  Engineering, research and development       754,000          542,000
                                          -----------      -----------
   Total                                   34,530,000       28,047,000
                                          -----------      -----------
LOSS FROM OPERATIONS                         (599,000)        (210,000)

INTEREST EXPENSE -  net                       588,000          875,000
                                          -----------      -----------
LOSS BEFORE  INCOME TAXES
                                          $(1,187,000)     $(1,085,000)

INCOME TAX BENEFIT                                  -                -
                                          -----------      -----------
NET  LOSS                                 $(1,187,000)     $(1,085,000)
                                          ===========      ===========
BASIC AND DILUTED
  NET LOSS PER SHARE                      $     (0.20)     $     (0.18)
                                          ===========      ===========
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                        5,871,523        5,871,523
                                          ===========      ===========
</TABLE>
See Notes To Condensed Consolidated Financial Statements
<PAGE>
<TABLE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 30, 2001 AND SEPTEMBER 24, 2000
                              (unaudited)


                                                                        September 30,  September 24,
                                                                            2001          2000
OPERATING ACTIVITIES:                                                   -------------  -------------
<S>                                                                     <C>            <C>
Net loss                                                                $(1,187,000)   $(1,085,000)
Adjustments to reconcile net loss tonet cash
  provided by operating activities:
   Depreciation and amortization                                            762,000      1,025,000
   Provision for slow-moving and obsolete inventories                     1,270,000        945,000
   Provision for doubtful accounts receivable                                51,000         50,000
   Loss (gain) on sale of property and equipment                             36,000        (22,000)
   Change in operating assets and liabilities provided (used) cash:
        Accounts receivable                                                 100,000     (1,623,000)
        Inventories                                                         652,000        414,000
        Other current assets                                                (91,000)        92,000
        Other assets                                                         16,000        219,000
        Accounts payable and accrued expenses                              (810,000)     2,177,000
                                                                        -----------     ----------
          Cash provided by operating activities                             799,000      2,192,000
                                                                        -----------     ----------
INVESTING ACTIVITIES:
  Purchase of property and equipment                                       (147,000)      (155,000)
  Sale of property and equipment                                            166,000        900,000
                                                                        -----------     ----------
      Cash provided by investing activities                                  19,000        745,000
                                                                        -----------     ----------
FINANCING ACTIVITIES:
  Payments of other long-term debt - net                                 (2,636,000)    (2,974,000)
                                                                        -----------     ----------
      Cash used in financing activities                                  (2,636,000)    (2,974,000)
                                                                        -----------     ----------
NET DECREASE IN CASH                                                     (1,818,000)       (37,000)

CASH, BEGINNING OF PERIOD                                                 2,711,000      2,437,000
                                                                        -----------     ----------
CASH, END OF PERIOD                                                     $   893,000    $ 2,400,000
                                                                        ===========    ===========
SUPPLEMENTAL DISCLOSURE:
   Cash payments made for:
    Income taxes                                                        $    27,000    $         -
                                                                        ===========    ===========
    Interest                                                            $   699,000    $   890,000
                                                                        ===========    ===========
</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 results  of  the  reported
interim period.

The  results for the thirteen and thirty-nine weeks ended September 30,
2001  and  September  24, 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.

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

      Net  Loss  Per Share - Basic and diluted earnings per  share  are
computed by dividing the net loss by the weighted average common shares
outstanding  (basic EPS) or weighted average common shares  outstanding
assuming  dilution (diluted EPS).  Based on this computation, there  is
no  difference  between basic and diluted net loss per share.   Options
that  could potentially dilute basic net income per share in the future
were  not  included in the computation of diluted net  loss  per  share
because  to do so would have been anti-dilutive.  Anti-dilutive options
were  395,795 and 342,012 at September 30, 2001 and September 24, 2000,
respectively.

      Recent  Accounting Pronouncements - In June 2001,  the  Financial
Accounting  Standards  Board issued Statement of  Financial  Accounting
Standards  No.  142, "Goodwill and Other Intangible Assets"  (effective
for  Miltope on January 1, 2002).  SFAS No. 142 specifies that goodwill
and  certain intangible assets will no longer be amortized but  instead
will be subject to periodic impairment testing.  The Company is in  the
process  of  evaluating the financial statement impact of  adoption  of
SFAS No. 142.

In  August  2001,  the  FASB issued SFAS No. 144, "Accounting  for  the
Impairment or Disposition of Long-lived Assets," which is effective for
fiscal  years  beginning  after December  15,  2001.   The  Company  is
currently evaluating SFAS No. 144 and has not yet determined its impact
on the Company's consolidated financial statements.

Statement of Financial Account 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.
<PAGE>

2.   Inventories - Net

Inventories consist of the following:

                       September 30,       December 31,
                           2001               2000
                       ------------        -----------
Purchased parts and
  subassemblies        $ 8,902,000         $ 9,911,000
Work-in-process          2,053,000           2,966,000
                       -----------         -----------
Total                  $10,955,000         $12,877,000
                       ===========         ===========


3.    Income Taxes - No income tax benefit has been recognized  related
to  the  net operating losses  for the thirteen and  thirty-nine  weeks
ended September 30, 2001 and September 24, 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 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.   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.  IV Phoenix Group, Inc ("PGI") is an operating segment of
the Company which has been aggregated within the Military/Rugged segment
for financial reporting purposes.  The Company's commercial segment designs,
develops, manufactures and markets commercial computer related products
primarily for transportation, telecommunications and in-field maintenance
markets.  These products are sold through an established network of
marketing representatives and Company employed sales people to a broad
base of customers both international and domestic.  The accounting
policies of the segments are the same as those described in the summary
of significant accounting policies in the Company's Annual Report on
Form 10-K.  The Company's determination of segment operating profit or
loss does not reflect other income and expense or income taxes.
<PAGE>
<TABLE>

Thirteen Weeks Ended September 30, 2001 and September 24, 2000
--------------------------------------------------------------
                                                                                         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)    $    785,000   $         -                   $  (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
                                        ===========      ===========   ===========                   ===========

                                                                                         General
    September 24, 2000                  Military/Rugged  Commercial    Eliminations     Corporate    Consolidated
    ------------------                  ---------------  -----------   ------------     ---------    ------------
    <S>                                 <C>              <C>           <C>             <C>           <C>
    Net sales from external customers   $ 6,912,000      $ 2,509,000   $   (36,000)                 $ 9,385,000
                                        ===========      ===========   ===========                  ===========
    Segment operating income (loss)     $  (545,000)     $   247,000   $   (37,000)                 $  (335,000)
                                        ===========      ===========   ===========                  ===========
    Identifiable assets                 $21,651,000      $ 5,922,000   $    43,000    $ 7,429,000   $35,045,000
                                        ===========      ===========   ===========     ===========  ===========
    Capital expenditures                $    54,000      $    22,000   $         -                  $    76,000
                                        ===========      ===========   ===========                  ===========
    Depreciation and amortization       $   225,000      $    68,000   $    37,000                  $   330,000
                                        ===========      ===========   ===========                  ===========


Thirty-Nine Weeks Ended September 30, 2001 and September 24, 2000
-----------------------------------------------------------------
                                                                                         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
                                        ===========      ===========   ===========                   ===========

                                                                                         General
    September 24, 2000                  Military/Rugged  Commercial    Eliminations     Corporate    Consolidated
    ------------------                  ---------------  -----------   ------------     ---------    ------------
    <S>                                 <C>              <C>           <C>             <C>           <C>
    Net sales from external customers   $18,586,000      $ 9,494,000   $  (243,000)                  $27,837,000
                                        ===========      ===========   ===========                   ===========
    Segment operating income (loss)     $(1,078,000)     $   978,000   $  (110,000)                  $  (210,000)
                                        ===========      ===========   ===========                   ===========
    Identifiable assets                 $21,651,000      $ 5,922,000   $    43,000     $ 7,429,000   $35,045,000
                                        ===========      ===========   ===========     ===========   ===========
    Capital expenditures                $    98,000      $    57,000   $         -                   $   155,000
                                        ===========      ===========   ===========                   ===========
    Depreciation and amortization       $   669,000      $   246,000   $   110,000                   $ 1,025,000
                                        ===========      ===========   ===========                   ===========

                                                                                         General
    December 31, 2000                   Military/Rugged  Commercial    Eliminations     Corporate    Consolidated
    ------------------                  ---------------  -----------   ------------     ---------    ------------
    <S>                                 <C>              <C>           <C>             <C>           <C>
    Identifiable assets                 $18,675,000      $ 8,727,000   $     7,000     $ 8,206,000   $35,615,000
                                        ===========      ===========   ===========     ===========   ===========
</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 the thirteen  weeks
and  thirty-nine  weeks ended September 30, 2001, as  compared  to  the
thirteen weeks and thirty-nine weeks ended September 24, 2000.

RESULTS OF OPERATIONS
---------------------
CONSOLIDATED
------------
Thirteen  weeks  ended  September 30, 2001 compared to  thirteen  weeks
ended September 24, 2000
-----------------------------------------------------------------------
      Net  sales for the thirteen weeks ended September 30, 2001 (third
quarter  of  2001)  were $12,551,000 compared  to  net  sales  for  the
thirteen  weeks  ended September 24, 2000 (third quarter  of  2000)  of
$9,385,000.   The  increase  in  sales was  primarily  attributable  to
increased sales to the government of SPORT units.

      The  gross  margin percentage for the third quarter of  2001  was
11.5%  compared to 17.2% for the same period in 2000.  The decrease  is
largely due to unforeseen expenditures required to complete several PGI
initial-award contracts.

     Selling, general and administrative expenses for the third quarter
of  2001 decreased 21.7% from the third quarter of 2000, to $1,458,000.
These expenses as a percent of sales were 11.6% in the third quarter of
2001 compared to 19.9% for the similar period in 2000. The decrease  as
a  percent of sales is primarily attributable to the effect of  planned
reductions  in administrative and marketing costs at both  Miltope  and
PGI.

      Company  sponsored engineering, research and development expenses
for  the  third quarter of 2001 increased 165.5% from the third quarter
of  2000, to $239,000.  These expenses as a percent of sales were  1.9%
in the third quarter of 2001 compared to 1.0% for the similar period in
2000.  The increase as a percent of sales is primarily attributable  to
efforts  expended  in  relation  to the  new  five-year  rugged  laptop
computer contract awarded to Miltope in May of 2001.

      Interest  expense, net of interest income, was  $186,000  in  the
third  quarter of 2001 compared to $284,000 for the similar  period  in
2000.  The decrease reflects decreased debt compared to the prior  year
along with reductions in interest rates.

      The  consolidated  net loss for the third  quarter  of  2001  was
$443,000  compared to a net loss of $619,000 in the  third  quarter  of
2000.  The basic and diluted net loss per share was $0.08 for the third
quarter of 2001 compared to the basic and diluted net loss per share of
$0.10  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
third quarter of 2001 and 2000.
<PAGE>

Thirty-Nine  weeks  ended  September 30, 2001 compared  to  Thirty-Nine
weeks ended September 24, 2000
-----------------------------------------------------------------------
      Net sales for the thirty-nine weeks ended September 30, 2001 were
$33,931,000  compared  to  net sales for the  thirty-nine  weeks  ended
September   24,  2000  of  $27,837,000.  The  increase  in  sales   was
attributable to increased sales to the government of SPORT units.

      The gross margin percent for the first three quarters of 2001 was
13.7%  compared to 21.0% for the same period in 2000.  The decrease  is
largely due to unforeseen expenditures required to complete several PGI
initial-award contracts.

      Selling, general and administrative expenses for the first  three
quarters  of  2001  decreased 18.5% from the same period  in  2000,  to
$4,489,000.   These expenses as a percent of sales were  13.2%  in  the
first  three quarters of 2001 compared to 19.8% for the similar  period
in  2000.  The decrease as a percent of sales is primarily attributable
to  a year long emphasis by Company management on reducing cost in  all
areas of the Company.

      Company  sponsored engineering, research and development expenses
for  the  first  three quarters of 2001 increased 39.1% from  the  same
period of 2000, to $754,000.  These expenses as a percent of sales were
2.2%  in  the  first three quarters of 2001 compared to  1.9%  for  the
similar period in 2000. The increase as a percent of sales is primarily
attributable  to  efforts expended in relation  to  the  new  five-year
rugged laptop computer contract awarded to Miltope in May of 2001.

      Interest  expense, net of interest income, was  $588,000  in  the
first  three  quarters  of 2001 compared to $875,000  for  the  similar
period  in 2000.  The decrease reflects decreased debt compared to  the
prior year along with reductions in interest rates.

     The consolidated net loss for the first three quarters of 2001 was
$1,187,000  compared to a net loss of $1,085,000 in the similar  period
in  2000.  The basic and diluted net loss per share was $0.20  for  the
first  three quarters of 2001 as compared to the basic and diluted  net
loss  per  share  of $0.18 for the similar period in 2000  based  on  a
weighted  average  of  5,871,523 shares of the Company's  common  stock
outstanding in the third quarter of 2001 and 2000.

<PAGE>
<TABLE>
MILTOPE CORPORATION
-------------------
     Effective August 2001, all manufacturing operations of PGI, an
operating division that is part of the Military/Rugged segment, were
shut down.  Miltope has contracted with PGI to continue production of a
few select PGI products in Miltope's facilities on a license fee basis.
All significant costs to close these manufacturing operatings have been
included in the financial results of the thirteen and thirty-nine week
periods ended September 30, 2001.  The Company believes any future costs
associated with this shut-down of PGI operations will not be significant.

     The following is a discussion of Miltope's (excluding PGI)
operating results net of any inter-company activity with PGI.

                    Miltope (net of eliminations)
                        (Amounts in thousands)
-------------------------------------------------------------------------------

                                39 weeks ended     39 weeks ended
                                September 30,      September 24,          %
                                    2001               2000             change
                                ---------------    --------------       ------
<S>                             <C>                  <C>                <C>
Net Sales                       $ 31,803             $ 24,586            29.4%

Cost of Sales                     25,673               19,305            33.6%
                                ----------------------------------------------
Gross Profit                       6,130                5,281            16.1%
                                ----------------------------------------------
Selling, G&A                       3,493                4,120           (15.2)%

Engineering,R&D                      715                  444           (61.0)%
                                ----------------------------------------------
Income from Operations             1,922                  717           168.1%

Interest Expense - net               514                  819           (37.2)%
                                ----------------------------------------------
Net Income (Loss) before taxes  $  1,408             $   (102)        1,480.4%

Income Tax Benefit                     -                    -               -

Net Income (Loss)               $  1,408             $   (102)        1,480.4%
                                ==============================================
</TABLE>

     Miltope reported net income of approximately $1,408,000 for the
first thirty-nine weeks of 2001 compared to a net loss of approximately
$102,000 for the comparable period in 2000.  The basic and diluted net
income per share was $0.24 for the first thirty-nine weeks of 2001
compared to basic and diluted net loss per share of $0.02 for the first
thirty-nine weeks of 2000.

     Sales for the thirty-nine week period of 2001 totaled
approximately $31,803,000, an increase of approximately $7,217,000, or
29.4%, from the first three quarters of 2000.  This change was
attributable to increases in SPORT related sales and increased military
printer sales.

     Gross profit, as a percent of sales, was 19.3% for the first
thirty-nine weeks of 2001 and 21.5% for the same period in 2000.  The
decrease in 2001 from 2000 was primarily attributable to the increase
in sales of SPORT units which provide a lower profit margin than other
products.

     Selling, general and administrative expenses, as a percentage of
sales, were 11.0% in the first thirty-nine weeks of 2001 and 16.8% in
the same period of 2000.  The decrease in 2001 as a percentage of sales
was attributable to increased sales coupled with the effect of planned
reductions in administrative and marketing costs.

     Engineering, research and development expenses, as a percentage of
sales, were 2.2% in the first thirty-nine weeks of 2001 and 1.8% in the
same period of 2000.  The increase in expenditures is primarily
attributable to efforts expended in relation to the new five-year
rugged laptop computer contract awarded to Miltope in May of 2001.

     Interest expense, net of interest income, decreased 37.2% in the
first thirty-nine weeks of 2001 compared to the first thirty-nine weeks
of 2000 due to a decrease in total debt, decreased interest rates, and
increased interest income.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
      Working  capital  approximated $7,501,000 at September  30,  2001
compared  to  $9,859,000  at  December 31, 2000.   Accounts  receivable
decreased  approximately $151,000 as a result of  a  higher  volume  of
sales  in the last quarter of 2000. Inventories decreased approximately
$1,922,000  primarily as a result of continued improvements  in  vendor
delivery  terms and continued improvement in managing project dynamics.
Accounts    payable   decreased   approximately   $231,000   reflecting
satisfaction of invoices relating to inventory purchases in support  of
increase  production in February and March of 2001.   Accrued  expenses
decreased  approximately  $556,000 as a result  of  the  settlement  of
certain PGI liabilities. Current maturities of long-term debt decreased
approximately  $351,000 reflecting more favorable  repayment  terms  on
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 September 30, 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.
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.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------
      In June 2001,  the  Financial Accounting  Standards  Board issued
Statement of  Financial  Accounting Standards  No.  142, "Goodwill  and
Other Intangible  Assets"  (effective for  Miltope on January 1, 2002).
SFAS No. 142 specifies that goodwill and certain intangible assets will
no  longer  be  amortized  but  instead  will  be  subject  to periodic
impairment testing.  The Company is in  the process  of  evaluating the
financial statement impact of  adoption  of SFAS No. 142.

      In  August  2001,  the  FASB issued SFAS No. 144, "Accounting  for
the Impairment or Disposition of Long-lived Assets," which is  effective
for fiscal  years  beginning  after December  15,  2001.  The Company is
currently evaluating SFAS No. 144 and has not yet  determined its impact
on the Company's consolidated financial statements.

      Statement   of   Financial   Account  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.


<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 term 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 $81,100.




<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 14, 2001