08/13/97/BLM/14853/001/FORMS/88161.1

                  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 29, 1997                             Commission File Number 0-13433
-------------------           

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



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


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


Registrant's telephone number, including area code (334) 284-8665
                                                   --------------
                            Not Applicable
--------------------------------------------------------------------------
 Former name, former address and former fiscal year, if changed since
                              last report


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

     Yes   X                       No
        ------                  --------

     Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this
report.  Outstanding at August 13, 1997: 5,871,523 shares of Common
Stock, $.01 par value.

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

<TABLE>

                                                JUNE 29,    DECEMBER 31,
                                                  1997         1996
                                               ---------    ------------
ASSETS                                 
CURRENT ASSETS:                                   
<S>                                           <C>             <C>
 Cash                                         $   107,000     $   128,000
 Accounts receivable                           10,104,000      10,890,000
 Inventories                                   14,108,000      13,836,000
 Other current assets                           1,366,000         279,000
                                             ------------    ------------
        Total current assets                   25,685,000      25,133,000
                                             ------------     -----------
PROPERTY AND EQUIPMENT - at cost:                 
 Machinery and equipment                        7,770,000       7,322,000
 Furniture and fixtures                         1,538,000       1,475,000
 Land, building and improvements                8,012,000       7,537,000
                                              -----------     -----------
        Total property and equipment           17,320,000      16,334,000
 Less accumulated depreciation                  7,480,000       6,765,000
                                              -----------     -----------
        Property and equipment - net            9,840,000       9,569,000
                                              -----------     -----------
OTHER ASSETS                                      999,000       1,630,000
                                              -----------     -----------
TOTAL                                         $36,524,000     $36,332,000
                                              ===========     ===========
LIABILITIES AND STOCKHOLDERS'                     
EQUITY
CURRENT LIABILITIES:                              
 Accounts payable                             $ 5,760,000     $ 5,426,000
 Accrued expenses                               1,093,000       1,468,000
 Current maturities of long-term debt             315,000         240,000
                                              -----------     -----------
        Total current liabilities               7,168,000       7,134,000
                                              -----------     -----------
LONG-TERM DEBT                                 10,280,000      11,340,000
                                              -----------     ----------- 
TOTAL LIABILITIES                              17,448,000      18,474,000
STOCKHOLDERS' EQUITY:                         -----------     -----------     
Common stock - $.01 par value; 20,000,000 
  shares authorized; 6,811,112 and                       
  6,806,737 shares outstanding at                                  
  June 29, 1997 and December 31, 1996,                          
  respectively                                     68,000          68,000
Capital in excess of par value                 20,264,000      20,253,000
Retained earnings                              12,599,000      11,783,000
Net unrealized appreciation on                    
  investment available for sale, net of 
  deferred income tax liability of            
  $230,000 at June 29, 1997                       391,000               -
                                              -----------     -----------
                                               33,322,000      32,104,000
Less treasury stock                            14,246,000      14,246,000
                                              -----------     -----------
         Total stockholders' equity            19,076,000      17,858,000
                                              -----------     -----------
TOTAL                                         $36,524,000     $36,332,000
                                              ===========     ===========
</TABLE>
<PAGE>
<TABLE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)
                                   
                                            Twenty-Six Weeks Ended
                                         -----------------------------
                                            June,29        June 30,
                                             1997           1996
<S>                                      <C>             <C>                                             
NET SALES                                $21,034,000     $21,086,000
                                         -----------     -----------
COSTS AND EXPENSES:                          
 Cost of sales                            16,193,000      15,981,000
  Selling, general and administrative      3,208,000       2,889,000
  Engineering, research and development      428,000         982,000
                                         -----------     -----------
   Total                                  19,829,000      19,852,000
                                         -----------     -----------
INCOME FROM OPERATIONS                     1,205,000       1,234,000
INTEREST EXPENSE -  net                      388,000         591,000
                                         -----------     -----------
INCOME BEFORE  INCOME TAXES                  817,000         643,000
INCOME TAXES                                       -               -
                                         -----------     -----------
NET  INCOME                              $   817,000     $   643,000
NET INCOME PER SHARE                     $       .14     $       .11
                                         ===========     ===========
Weighted average number of shares          5,869,000       5,867,000
                                         ===========     ===========
</TABLE>
<PAGE>
<TABLE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)
                                   
              
                                                Thirteen Weeks Ended
                                              ---------------------------
                                                June 29,       June 30,
                                                 1997            1996
                                              -----------     -----------
<S>                                           <C>             <C>                                             
NET SALES                                     $11,992,000     $11,137,000
                                              -----------     -----------
COSTS AND EXPENSES:                          
  Cost of sales                                 9,334,000       8,692,000 
  Selling, general and administrative           1,613,000       1,233,000
  Engineering, research and development           202,000         416,000
                                              -----------     -----------
   Total                                       11,149,000      10,341,000
                                              -----------     -----------
INCOME FROM OPERATIONS                            843,000         796,000
INTEREST EXPENSE -  net                           201,000         270,000
                                              -----------     -----------
INCOME BEFORE  INCOME TAXES                       642,000         526,000
INCOME TAXES                                            -               -
                                              -----------     -----------
NET  INCOME                                   $   642,000     $   526,000
                                              ===========     ===========
NET INCOME PER SHARE                          $       .11     $       .09
                                              ===========     ===========
Weighted average number of shares:              5,869,000       5,867,000
                                              ===========     ===========
</TABLE>
<PAGE>
<TABLE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
    FOR THE TWENTY-SIX WEEKS ENDED JUNE 29, 1997 AND JUNE 30, 1996
                              (unaudited)
                                                   
                                                        June 29,       June 30,
                                                          1997           1996
                                                      -----------    -----------
<S>                                                   <C>           <C>
OPERATING ACTIVITIES:                              
Net income                                            $   817,000    $   643,000
Adjustments to reconcile net income to net cash
provided by operating activities:
  Depreciation and amortization                           808,000        858,000
  Provision for slow-moving and obsolete inventories      476,000        450,000
  Provision for doubtful accounts receivable               50,000       (265,000)
  Gain on sale of investment available for sale                 -       (522,000)
  Loss on sale of fixed assets                                  -         22,000
  Change in operating assets and liabilities:             
      Accounts receivable                                 736,000     (1,284,000)
      Inventories                                        (749,000)     2,867,000
      Other current assets                               (531,000)       (17,000)
      Other assets                                        308,000        563,000
      Accounts payable and accrued expenses                26,000     (2,366,000)
                                                       ----------    -----------
         Cash provided by operating                     1,941,000        949,000
                                                       ----------    ----------- 
INVESTING ACTIVITIES:                              
  Purchase of property and equipment                     (985,000)      (139,000)
  Proceeds from sale of investment available for sale           -        524,000
  Proceeds from sale of property and equipment                  -          4,000
         Cash provided by (used in) investing activities (985,000)       389,000
                                                       ----------    -----------
FINANCING ACTIVITIES:                              
  Payments of revolving credit loan-net                  (928,000)      (782,000)
  Payments of other long-term debt                        (60,000)      (151,000)
  Proceeds from exercise of stock options                  11,000              - 
                                                       ----------    -----------
        Cash used in financing activities                (977,000)      (933,000)
                                                       ----------    -----------
NET INCREASE (DECREASE) IN CASH                           (21,000)       405,000
CASH, BEGINNING OF PERIOD                                 128,000        301,000
                                                       ----------    -----------
CASH, END OF PERIOD                                      $107,000       $706,000
                                                       ==========    ===========
SUPPLEMENTAL DISCLOSURE:                           
   Payments made:                                  
    Income taxes                                         $ 65,000       $      -
                                                       ==========    ===========
    Interest                                             $414,000       $560,000
                                                       ==========    ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH                  
INVESTING AND FINANCING ACTIVITIES
 Increase (decrease)  in unrealized appreciation
 on investment available for sale                        $621,000      $(357,000)
                                                       ==========    ============
</TABLE>
<PAGE>

              MILTOPE GROUP INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (unaudited)

1.    Financial  Statements  -  In the  opinion  of  the  Company,  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 29, 1997 and the  results  of
operations  and cash flows for the twenty-six and thirteen weeks  ended
June 29, 1997 and June 30, 1996.

The  results for the twenty-six weeks ended June 29, 1997 and June  30,
1996  are not necessarily indicative of the results for an entire year.
It is suggested that these consolidated financial statements be read in
conjunction  with  the Company's Annual Report on  Form  10-K  for  the
fiscal year ended December 31, 1996.

During  February 1997, the Financial Accounting Standards Board  issued
SFAS  No. 128 Earnings per Share, which will become effective  for  all
financial statements issued for periods ending after December 15, 1997,
including  interim periods.  SFAS No. 128 provides for the presentation
of  basic  and diluted earnings per share on the face of the  financial
statements and supersedes Accounting Principles Board (APB) Opinion No.
15,  Earnings  per  Share.  SFAS No. 128 requires  the  restatement  of
earnings  per  share  for prior periods presented after  its  effective
date.  SFAS No. 128 does not have a material effect upon the twenty-six
week periods ended June 29, 1997 and June 30, 1996, while the impact on
prior periods has not been determined.

2.   Inventories - Net

Inventories consist of the following:
<TABLE>
                                   June 29, 1997        December 31, 1996
                                   -------------        -----------------                             
<S>                                 <C>                   <C>
Purchased parts and                      
  subassemblies                     $  9,832,000          $ 10,002,000
Work-in-process                        4,397,000             3,955,000
                                    ------------          ------------
Total                                 14,229,000            13,957,000
Less progress billings received          121,000               121,000
                                    ------------          ------------
Total                               $ 14,108,000          $ 13,836,000
                                    ============          ============
</TABLE>

3.   Other Current Assets -  The Company has an investment in M-Systems
Flash  Disk  Pioneers, Ltd. ("M-Systems"), a company based  in  Israel.
The  Company currently owns 153,242 shares of M-Systems stock  with  an
original  cost  of $231,000.   The fair market value of  the  Company's
investment  in  M-Systems  stock on June 29,  1997  is  $852,000.   The
unrealized  appreciation on the investment is included  as  a  separate
component of stockholders' equity (net of deferred income taxes) on the
accompanying balance sheet.

4.        Income Taxes - The income tax provision in the second quarter
of  1997 was completely offset by the utilization of the Company's  net
operating loss carryforward.  Additional deferred tax assets  could  be
recognized   in  future  periods  if  the  probability  of  realization
increases.

5.     Reclassifications  -  Certain  prior  year  amounts  have   been
reclassified to conform with the current year classification.

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

GENERAL
=======

      The  following  discussion and analysis presents certain  factors
affecting  the Company's results of operations for thirteen  weeks  and
twenty-six weeks ended June 29, 1997, as compared to thirteen weeks and
twenty-six weeks ended June 30, 1996.

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

Thirteen  weeks ended  June 29, 1997 compared to thirteen  weeks  ended
June 30, 1996
------------------------------------------------------------------------
      Net  sales  for  the thirteen weeks ended June 29,  1997  (second
quarter  of  1997)  were $11,992,000 compared  to  net  sales  for  the
thirteen  weeks  ended  June  30, 1996  (second  quarter  of  1996)  of
$11,137,000.  The increase in sales was the result of higher commercial
product sales.

      The  gross margin percentage for the second quarter of  1997  was
22.2% as compared with 22.0% for the same period in 1996.

      Selling,  general  and  administrative expenses  for  the  second
quarter  of  1997 increased 30.8% from the second quarter of  1996,  to
$1,613,000.   These expenses as a percent of sales were  13.5%  in  the
second  quarter  of  1997 compared to 11.1% for the similar  period  in
1996.    The  increase in these expenses was primarily attributable  to
increased marketing activities in the second quarter of 1997 and a gain
from the sale of M-Systems stock in the second quarter of 1996.

      Company  sponsored engineering, research and development expenses
for  the second quarter of 1997 decreased 51.4% from the second quarter
of  1996,  to $202,000.  These expenses as a percentage of  sales  were
1.7%  in  the  second quarter of 1997 compared to 3.7% for the  similar
period in 1996.  The decrease is attributable to an increased amount of
research  and  development funded by contracts and greater efficiencies
in research and development processes.

      Interest  expense, net of interest income, was $201,000   in  the
second  quarter of 1997 compared to $270,000 for the similar period  in
1996.  The decrease reflects decreased debt compared to the prior year.

     Net income for the second quarter of 1997 increased 22.1% from the
second quarter of 1996 to $642,000.  Earnings per share were $0.11  for
the  second quarter of 1997 as compared to $0.09 for the similar period
in  1996  based on a weighted average of 5,869,000 shares and 5,867,000
shares  of  the  Company's common stock outstanding for the  respective
periods.

      The  income  tax  provision in the second  quarter  of  1997  was
completely  offset  by the utilization of the Company's  net  operating
loss  carryforward.  Additional deferred tax assets could be recognized
in future periods if the probability of realization increases.



<PAGE>
Twenty-six  weeks  ended  June 29, 1997 compared  to  twenty-six  weeks
ended June 30, 1996
------------------------------------------------------------------------
     Net sales for the twenty-six weeks ended June 29, 1997 (first half
of  1997)  were  $21,034,000 compared to net sales for  the  twenty-six
weeks ended June 30, 1996 (first half of 1996) of $21,086,000.

      The  gross margin percentage for the first half of 1997 was 23.0%
as  compared  with 24.2% for the same period in 1996.  The decrease  in
gross margin percentage was due to a more favorable product mix in  the
first half of 1996.

     Selling, general and administrative expenses for the first half of
1997 increased 11.0% from the first half of 1996, to $3,208,000.  These
expenses  as  a percent of sales were 15.3% in the first half  of  1997
compared  to  13.7% for the similar period in 1996.   The  increase  in
these expenses was principally the result of a gain from the sale of M-
Systems stock in the first half of 1996.

      Company  sponsored engineering research and development  expenses
for  the first half of 1997 decreased 56.4% from the first half of 1996
to  $428,000.  These expenses as a percentage of sales were 2.0% in the
first  half  of 1997 compared to 4.7% for the similar period  in  1996.
The  decrease  is attributable to an increased amount of  research  and
development  funded by contracts and greater efficiencies  in  research
and development processes.

      Interest  expense, net of interest income, was $388,000   in  the
first half of 1997 compared to $591,000 for the similar period in 1996.
The decrease reflects decreased debt compared to the prior year.

      Net  income for the first half of 1997 increased 27.1%  from  the
first  half of 1996 to $817,000. Earnings per share for the first  half
of  1997 were $0.14 as compared to earnings per share of $0.11 for  the
similar period in 1996 based on a weighted average of 5,869,000  shares
and  5,867,000 shares of the Company's common stock outstanding for the
respective periods.

      The income tax provision in the first half of 1997 was completely
offset  by  the  utilization  of  the  Company's  net  operating   loss
carryforward.   Additional deferred tax assets could be  recognized  in
future periods if the probability of realization increases.


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
================================

     Working capital approximated $18,517,000 at June 29, 1997 compared
to $17,999,000 at December 31, 1996.

     A $15 million revolving credit agreement, at the Company's option,
bears  interest at the bank's reference rate (8.50 % and 8.25% at  June
29,  1997  and December 31, 1996, respectively), or at a rate  equaling
the  London Inter Bank Offered Rate (5.69% and 5.56% at June  29,  1997
and   December 31, 1996, respectively) plus 2.0%.  If for any  day  the
total  amount advanced, regardless of the interest rate option, exceeds
$10  million,  an additional .25% is added to the interest  rate.   The
revolving  credit facility is scheduled to mature on May 31,  1998,  at
which  time the outstanding amount would be converted into a term  loan
payable  in  twelve  equal  quarterly installments.   However,  at  the
request  of  the  Company,  the bank may extend  the  revolving  credit
agreement  for successive one year periods based upon a review  of  the
previous  year-end  audited  consolidated  financial  statements.   The
Company's  accounts  receivable, contract rights  and  inventories  are
pledged as collateral to the agreement.

<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


<PAGE>
                           SIGNATURES
                           ----------


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



                                   MILTOPE GROUP INC.


                                   By:/s/ James E. Matthews
                                      -------------------------
                                     Vice President Finance and
                                     Chief Financial Officer
                                     (Principle Accounting and
                                     Financial Officer)




Dated:  August 13, 1997