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 June 27, 1999                        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 August 11, 1999: 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)

                                               June 27,     December 31,
ASSETS                                          1999           1998
CURRENT ASSETS:                              -----------    ------------
<S>                                          <C>             <C>
 Cash                                        $   746,000     $    57,000
 Accounts receivable                           4,974,000       6,792,000
Inventories                                   18,329,000      17,867,000
Deferred income taxes                            829,000         829,000
Other current assets                             183,000         278,000
                                             -----------     -----------
      Total current assets                    25,061,000      25,823,000
                                             -----------     -----------
PROPERTY AND EQUIPMENT - at cost:
Machinery and equipment                        7,808,000       7,689,000
Furniture and fixtures                         1,575,000       1,594,000
Land, building and improvements                8,157,000       8,101,000
  Construction in progress                        66,000               -
                                             -----------     -----------
      Total property and equipment            17,606,000      17,384,000
  Less accumulated depreciation                9,210,000       8,549,000
                                             -----------     -----------
        Property and equipment - net           8,396,000       8,835,000
                                             -----------     -----------
DEFERRED INCOME TAXES                          3,335,000       3,335,000
OTHER ASSETS                                     785,000         945,000
                                             -----------     -----------
TOTAL                                        $37,577,000     $38,938,000
                                             ===========     ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable                            $ 3,632,000     $ 4,462,000
 Accrued expenses                              1,442,000       1,012,000
Current maturities of long-term debt           4,325,000       4,310,000
                                             -----------     -----------
      Total current liabilities                9,399,000       9,784,000
LONG-TERM DEBT                                12,585,000      11,035,000
                                             -----------     -----------
     Total liabilities                        21,984,000      20,819,000
                                             -----------     -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock - $.01 par value;
20,000,000 shares authorized;
6,811,112 shares outstanding at                   68,000         68,000
June 27, 1999 and December 31, 1998.
Capital in excess of par value                20,264,000     20,264,000
Retained earnings                              9,507,000     12,033,000
                                             -----------    -----------
                                              29,839,000     32,365,000
Less treasury stock at cost                   14,246,000     14,246,000
                                             -----------    -----------
     Total stockholders' equity               15,593,000     18,119,000
                                             -----------    -----------
TOTAL                                        $37,577,000    $38,938,000
                                             ===========    ===========
</TABLE>
See Notes To Condensed Consolidated Financial Statements
<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)
<TABLE>
                                               Twenty-Six Weeks Ended
                                            ------------------------------
                                              June 27,         June 28,
                                                1999             1998
                                             -----------      -----------
<S>                                          <C>              <C>
NET SALES                                    $14,623,000      $13,383,000
                                             -----------      -----------
COSTS AND EXPENSES:
 Cost of sales                                12,626,000       10,389,000
  Selling, general and administrative          3,444,000        3,548,000
  Engineering, research and development          487,000        1,143,000
                                             -----------      -----------
   Total                                      16,557,000       15,080,000
                                             -----------      -----------
LOSS FROM OPERATIONS                          (1,934,000)      (1,697,000)
INTEREST EXPENSE -  net                          590,000          346,000
                                             -----------      -----------
LOSS BEFORE  INCOME TAXES                     (2,524,000)      (2,043,000)

INCOME TAX BENEFIT                                     -          747,000
                                             -----------      -----------
NET  LOSS                                    $(2,524,000)     $(1,296,000)
                                             ===========      ===========
BASIC AND DILUTED
  NET LOSS PER SHARE                         $     (0.43)     $     (0.22)
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 OPERATIONS
                              (unaudited)
<TABLE>
                                                 Thirteen Weeks Ended
                                              June 27,          June 28,
                                               1999               1998
                                            -----------       -----------
<S>                                         <C>               <C>
NET SALES                                   $ 7,242,000       $ 5,939,000
                                            -----------       -----------
COSTS AND EXPENSES:
  Cost of sales                               6,789,000         4,883,000
  Selling, general and administrative         2,093,000         2,172,000
  Engineering, research and development         305,000           676,000
                                            -----------       -----------
   Total                                      9,187,000         7,731,000
                                            -----------       -----------
LOSS FROM OPERATIONS                         (1,945,000)       (1,792,000)
INTEREST EXPENSE -  net                         285,000           180,000
                                            -----------       -----------
LOSS BEFORE  INCOME TAXES                    (2,230,000)       (1,972,000)
INCOME TAX BENEFIT                                    -           721,000
                                            -----------       -----------
NET LOSS                                    $(2,230,000)      $(1,251,000)
                                            ===========       ===========
BASIC AND DILUTED
  NET LOSS PER SHARE                        $     (0.38)      $     (0.21)
                                            ===========       ===========
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 TWENTY-SIX WEEKS ENDED JUNE 27, 1999 AND JUNE 28, 1998
                              (unaudited)
<TABLE>
                                                              June 27,         June 28,
                                                                1999            1998
OPERATING ACTIVITIES:                                       -----------      -----------
<S>                                                         <C>              <C>
Net loss                                                    $(2,524,000)     $(1,296,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
  Depreciation and amortization                                 697,000          724,000
  Provision for slow-moving and obsolete inventories            500,000          206,000
  Provision for doubtful accounts receivable                      6,000            5,000
  Deferred income taxes                                               -         (746,000)
  Loss on sale of Property and Equipment                          3,000                -
  Change in operating assets and liabilities:
        Accounts receivable                                   1,812,000        4,831,000
        Inventories                                            (962,000)      (2,668,000)
        Other current assets                                     95,000           53,000
        Other assets                                            147,000          (89,000)
        Accounts payable and accrued expenses                  (401,000)      (1,244,000)
                                                            -----------      -----------
         Cash used in operating activities                   (  627,000)        (224,000)
                                                            -----------      -----------
INVESTING ACTIVITIES:
  Purchase of property and equipment                           (249,000)        (215,000)
                                                            -----------      -----------
         Cash used in investing activities                     (249,000)        (215,000)
FINANCING ACTIVITIES:
  Proceeds from revolving credit loan - net                   1,720,000          567,000
  Payments of other long-term debt                             (155,000)        (135,000)
         Cash provided by financing activities                1,565,000          432,000
                                                            -----------      -----------
NET INCREASE (DECREASE) IN CASH                                 689,000           (7,000)
CASH, BEGINNING OF PERIOD                                        57,000          443,000
                                                            -----------      -----------
CASH, END OF PERIOD                                         $   746,000      $   436,000
                                                            ===========      ===========
SUPPLEMENTAL DISCLOSURE:
  Cash payments made for:
    Income taxes                                            $     2,000      $    66,835
                                                            ===========      ===========
    Interest                                                $   556,000      $   324,000
                                                            ===========      ===========
</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 June 27, 1999 and December 31,  1998
and  the  results of operations and cash flows for the  twenty-six  and
thirteen weeks ended June 27, 1999 and June 28, 1998, respectively.

The  results for the twenty-six weeks ended June 27, 1999 and June  28,
1998  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, 1998.

      Reclassifications   -  Certain  prior  years  amounts  have  been
reclassified to conform with the 1999 presentation.

2.   Inventories - Net

Inventories consist of the following:
<TABLE>
                           June 27, 1999    December 31, 1998
                           -------------    -----------------
<S>                         <C>                <C>
Purchased parts and
  Subassemblies             $12,961,000        $12,874,000
Work-in-process               5,368,000          4,993,000
                            -----------        -----------
Total                       $18,329,000        $17,867,000
                            ===========        ===========
</TABLE>

3.   Long Term Debt - The Company's $15,000,000 revolving credit
agreement with its primary lender matured on May 31, 1999.  The lender
has chosen not to renew or extend the maturing line of credit and is
helping the Company in its search for a replacement line of credit
facility.  The Company is currently in negotiations with several lenders
and anticipates a letter of commitment for a replacement line of credit
from one of these lenders in the third quarter.  Under the current loan
agreement terms, the outstanding amount of the revolving credit facility
has been converted into a term loan payable in twelve equal quarterly
installments beginning August 31, 1999.  The Company's accounts receivable,
contract rights and inventories are pledged as collateral to the agreement.

4.   Segment Information - On December 31, 1998, the Company adopted
SFAS 131, Disclosure about Segments of an Enterprise and Related
Information.  SFAS 131 established standards for reporting information
about segments in annual financial statements and requires selected
information about segments in interim financial reports issued to
stockholders.  It also established standards for related disclosures
about products and services, and geographic areas.  Segments are
defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief
operating decision-maker in deciding how to allocate resources and in
assessing performance.

     Under this standard, 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 June 27, 1999 and June 28, 1998
----------------------------------------------------
    <S>                                 <C>              <C>           <C>              <C>            <C>
                                                                                          General
    June 27, 1999                       Military/Rugged  Commercial    Eliminations     Corporate      Consolidated
    -------------                       ---------------  ----------    ------------    -----------     ------------
    Net sales from external customers    $ 3,549,000     $3,693,000    $         -                      $ 7,242,000
                                         -----------     ----------    -----------                      -----------
    Segment operating loss               $ 1,009,000     $  936,000    $         -                      $ 1,945,000
                                         -----------     ----------    -----------                      -----------
    Identifiable assets                  $23,599,000     $8,100,000    $         -     $ 5,878,000      $37,577,000
                                         -----------     ----------    -----------     -----------      -----------
    Capital expenditures                 $   104,000     $  109,000                                     $   213,000
                                         -----------     ----------                                     -----------
    Depreciation and amortization        $   191,000     $  106,000                                     $   297,000
                                         -----------     ----------                                     -----------

                                                                                          General
    June 28, 1998                       Military/Rugged  Commercial    Eliminations      Corporate     Consolidated
    -------------                       ---------------  ----------    ------------      ---------     ------------
    Net sales from external customers    $ 3,001,000     $2,938,000    $         -                      $ 5,939,000
                                         -----------     ----------    -----------                      -----------
    Segment operating loss               $ 1,387,000     $  405,000    $         -                      $ 1,792,000
                                         -----------     ----------    -----------                      -----------
    Identifiable assets                  $23,623,000     $7,844,000    $         -       $4,874,000     $36,341,000
                                         -----------     ----------    -----------       ----------     -----------
    Capital expenditures                 $    35,000     $   34,000                                     $    69,000
                                         -----------     ----------                                     -----------
    Depreciation and amortization        $   226,000     $  130,000                                     $   356,000
                                         -----------     ----------                                     -----------
</TABLE>

Twenty-Six Weeks Ended June 27, 1999 and June 28, 1998
------------------------------------------------------
<TABLE>
    <S>                                 <C>              <C>          <C>                <C>           <C>
                                                                                          General
    June 27, 1999                       Military/Rugged  Commercial    Eliminations      Corporate     Consolidated
    -------------                       ---------------  ----------    ------------      ---------     ------------
    Net sales from external customers    $ 7,267,000     $7,356,000    $          -                     $14,623,000
                                         -----------     ----------    ------------                     -----------
    Segment operating loss               $ 1,324,000     $  610,000    $          -                     $ 1,934,000
                                         -----------     ----------    ------------                     -----------
    Identifiable assets                  $23,599,000     $8,100,000    $          -      $5,878,000     $37,577,000
                                         -----------     ----------    ------------      ----------     -----------
    Capital expenditures                 $   122,000     $  127,000                                     $   249,000
                                         -----------     ----------                                     -----------
    Depreciation and amortization        $   447,000     $  250,000                                     $   697,000
                                         -----------     ----------                                     -----------

                                                                                          General
    June 28, 1998                       Military/Rugged  Commercial    Eliminations      Corporate     Consolidated
    -------------                       ---------------  ----------    ------------      ---------     ------------
    Net sales from external customers    $ 8,010,000     $5,373,000    $          -                    $13,383,000
                                         -----------     ---------     ------------                    -----------
    Segment operating loss               $ 1,469,000     $  228,000    $          -                    $ 1,697,000
                                         -----------     ----------    ------------                    -----------
    Identifiable assets                  $23,623,000     $7,844,000    $          -      $4,874,000    $36,341,000
                                         -----------     ----------    ------------      ----------    -----------
    Capital expenditures                 $   133,000     $   82,000                                    $   215,000
                                         -----------     ----------                                    -----------
    Depreciation and amortization        $   459,000     $  265,000                                    $   724,000
                                         -----------     ----------                                    -----------

</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  twenty-six weeks ended June 27, 1999, as compared to the  thirteen
weeks and twenty-six weeks ended June 28, 1998.

RESULTS OF OPERATIONS
---------------------
Thirteen  weeks ended  June 27, 1999 compared to thirteen  weeks  ended
June 28, 1998
-----------------------------------------------------------------------
      Net  sales  for  the thirteen weeks ended June 27,  1999  (second
quarter of 1999) were $7,242,000 compared to net sales for the thirteen
weeks ended June 28, 1998 (second quarter of 1998) of $5,939,000.   The
increase  in  sales was  primarily  attributable  to increased sales to
the  government  of  SPORT  units  and  increased  sales  of commercial
airborne products.

      The  gross margin percentage for the second quarter of  1999  was
6.3%  compared to 17.8% for the same period in 1998.  The  decrease  is
primarily   attributable   to   additional  costs  related  to  various
government  contracts  closed out  in 1999 and a less favorable product
mix in the second quarter of 1999.

      Selling,  general  and  administrative expenses  for  the  second
quarter  of  1999 decreased  3.7% from the second quarter of  1998,  to
$2,093,000.   These expenses as a percent of sales were  28.9%  in  the
second  quarter  of  1999 compared to 36.6% for the similar  period  in
1998.  The decrease as a percent of sales is primarily attributable  to
increased  sales  in the  second quarter of 1999 and decreased expenses
related  to  employee  severance  and  restructure  costs in the second
quarter of 1999 as compared to the second quarter of 1998.

      Company  sponsored engineering, research and development expenses
for  the second quarter of 1999 decreased 54.9% from the second quarter
of  1998, to $305,000.  These expenses as a percent of sales were  4.2%
in  the second quarter of 1999 compared to 11.4% for the similar period
in  1998.  The decrease as a percent of sales is primarily attributable
to increased sales in the second quarter of 1999 and  timing of certain
research and development project expenses that  will be incurred in the
third and fourth quarters of 1999.

      Interest  expense, net of interest income, was  $285,000  in  the
second  quarter of 1999 compared to $180,000 for the similar period  in
1998.  The increase reflects increased debt compared to the prior year.

     Net loss for the second quarter of 1999 was $2,230,000 compared to
net  loss  of $1,251,000 in the second quarter of 1998.  The basic  and
diluted  net  loss per share was $0.38 for the second quarter  of  1999
compared to the basic and diluted net loss per share of $0.21  for  the
similar period in 1998 based on a weighted average of 5,871,523  shares
of  the  Company's common stock outstanding for the second  quarter  of
1999  and 1998. The decrease in earnings was primarily attributable  to
additional  losses on  final closeout  of various government contracts,
a less  favorable  product  mix and no income tax benefit taken  in the
second quarter of 1999.

Twenty-six  weeks  ended  June 27, 1999 compared  to  twenty-six  weeks
ended June 28, 1998
-----------------------------------------------------------------------
     Net sales for the twenty-six weeks ended June 27, 1999 (first half
of  1999)  were  $14,623,000 compared to net sales for  the  twenty-six
weeks  ended  June  28, 1998 (first half of 1998) of $13,383,000.   The
increase in sales was primarily attributable to the  increased sales to
the  government  of  SPORT  units  and  increased  sales  of commercial
airborne products.

      The  gross  margin percent for the first half of 1999  was  13.7%
compared  to 22.4% for the same period in 1998.  The decrease in  gross
margin percent was primarily attributable to  additional  costs related
to various government contracts closed out in 1999 and a less favorable
product mix.

     Selling, general and administrative expenses for the first half of
1999 decreased 2.9%  from the first half of 1998, to $3,444,000.  These
expenses  as  a percent of sales were 23.6% in the first half  of  1999
compared  to  26.5% for the similar period in 1998. The decrease  as  a
percent  of  sales  is  primarily  attributable  to increased sales and
decreased expenses related to employee severance and restructure  costs
as compared to the second quarter of 1998.

      Company  sponsored engineering, research and development expenses
for the first half of 1999 decreased 57.4% from the first half of 1998,
to  $487,000.  These expenses as a percent of sales were  3.3%  in  the
first half of 1999 compared to 8.5% for the similar period in 1998. The
decrease as a percent of sales is  primarily  attributable to increased
sales and timing of certain research and development  project  expenses
that will be incurred in the third and fourth quarters of 1999.

      Interest  expense, net of interest income, was  $590,000  in  the
first half of 1999 compared to $346,000 for the similar period in 1998.
The increase reflects increased debt compared to the prior year.

     Net loss for the first half of 1999 was $2,524,000 compared to net
loss  of  $1,296,000 in the first half of 1998.  The basic and  diluted
net loss per share was $0.43 for the first half of 1999 as compared  to
the  basic  and  diluted net loss per share of $0.22  for  the  similar
period  in 1998 based on a weighted average of 5,871,523 shares of  the
Company's common stock outstanding for the second quarter of  1999  and
1998. The decrease in earnings was primarily attributable to additional
losses  on  final  closeout  of  various  government  contracts, a less
favorable product mix and no income tax benefits taken in 1999 compared
to 1998.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
     Working capital approximated $15,662,000 at June 27, 1999 compared
to  $16,039,000  at  December 31, 1998.   Accounts receivable decreased
approximately $1,818,000 as a result of increased collection activities.
Inventories increased approximately $462,000 as a result of the Hanscom
contract.  Accounts payable decreased approximately $830,000 reflecting
normal  payment  terms  and  lower  inventory levels. Accrued  expenses
increased  approximately  $430,000  as  a  result of increased  reserve
levels  for anticipated government contract related costs.

The  Company's $15,000,000  revolving credit agreement with its primary
lender matured on May 31, 1999.   The lender has chosen not to renew or
extend the maturing  line of  credit  and is helping the Company in its
search  for a  replacement  line of  credit  facility.   The Company is
currently in negotiations with several lenders and anticipates a letter
of  commitment  for  a  replacement  line  of  credit from one of these
lenders in the third quarter.   Under the current loan agreement terms,
the outstanding  amount  of  the  revolving credit  facility  has  been
converted  into  a  term   loan   payable  in  twelve  equal  quarterly
installments  beginning  August  31,  1999.   The  Company's   accounts
receivable, contract rights and inventories are pledged  as  collateral
to the agreement.

YEAR 2000 ISSUES
----------------
Year 2000 Compliance

     As has been widely  publicized, many computer and digital storage
systems express dates using  only the  last two digits of the year and
will thus require remediation  or  replacement to accommodate the year
2000 and beyond in order to avoid malfunction and resulting widespread
business disruption.

     The Company has  underway a Year 2000 project that identifies the
programs and infrastructure that could be affected by Year 2000 issues
and has implemented a plan  to resolve those problems identified, on a
timely basis.   The  plan requires  a  considerable amount of internal
resources  devoted  by  the  Company  to resolve the pertinent issues.
Additionally,  the  Company  may  have  to recruit and retain external
resources  to  assist  with  the  actual  implementation,  testing and
monitoring  of  the  plan.   As of June 27, 1999, the Company does not
expect  the  ongoing  resource cost of the Year 2000 project to have a
material  adverse  effect  on  the  Company's  financial condition and
results  of operations  for  the fiscal years ending December 31, 1999
and beyond. The Company currently estimates the total cost of its Year
2000 project  will  not  exceed $250,000 over the life of the project.
Costs  associated with employees working on the Year 2000 project will
be  expensed  as incurred.  Hardware and software purchases related to
this  project will be capitalized where appropriate.  The Company does
not  anticipate  additional  significant costs as a result of the Year
2000 issue.

     The Year 2000 project includes all management information systems
which support ongoing business  functions, other systems with computer
based controls such as  telecommunications, building environmental and
security  management  and  all  suppliers and customers with which the
Company maintains a material business relationship.

      Management of the Company believes it has an effective program in
place that will resolve the Year 2000 issues affecting it and that this
program is progressing normally and will be completed on a timely basis.
Despite management's beliefs and the Company's progress made on the Year
2000  issues  as of  June 27, 1999, it is not possible to anticipate all
possible future outcomes, especially when third parties are involved. In
the event certain third parties are not able to  resolve  their own Year
2000 issues, there could be circumstances in which  the Company would be
unable to receive customer orders, manufacture,  test and ship products,
invoice customers or collect payments from those customers.   As part of
its Year 2000 project, the Company will solicit  written assurances from
its customers and suppliers that each will be prepared for the Year 2000
issue. The Company will perform periodic audits and tests of third party
systems throughout  the  life  of  the project for Year 2000 compliance.
However, there can be no certainty of total  compliance  from any or all
of the third parties the Company deals with on a daily basis.

     The  Company  has  not  yet   seen  the  need  for  any  widespread
contingency plans to be developed for the Year 2000 issue, but this will
be  monitored  continuously  as the Company gains more information about
the compliance programs of its suppliers and customers.    Additionally,
some risks of the Year 2000 issue are beyond the control of  the Company
and its suppliers and customers.  The Company does not  believe  it  can
develop a contingency plan that will totally shield the Company  from an
economic ripple effect throughout the entire economy should  others fail
to resolve their own Year 2000 problems.

     The costs of the Company's Year 2000 project and the  timeliness of
the completion of the project are based on  management's best estimates,
and reflect assumptions regarding the availability and cost of personnel
trained  in  this  area, the compliance plans of third parties and other
uncertainties.  However, due to the complexity and pervasiveness  of the
Year  2000  issue  and  in  particular  the  uncertainty  of third party
compliance  programs,  there  can be  no  assurances  given  that  these
estimates will be achieved, and actual  results  could differ materially
from those anticipated.

<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 1 - Legal Proceedings

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

Item 6 - Exhibits and Reports on Form 8-K

       (a) Exhibits

            27.  Financial Data Schedule

       (b) Reports on Form 8-K
           -------------------
             None

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 $118,000.


<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:
                               -----------------------------------------
                                Thomas Dickinson,
                                President  and  Chief  Executive Officer
                                (Principal Executive Officer)






Dated:  August 11, 1999