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 26, 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 November 10, 1999: 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>
                                        September 26,       December 31,
                                        -------------       ------------
ASSETS                                      1999                1998
<S>                                     <C>                 <C>

CURRENT ASSETS:
 Cash                                   $   308,000         $    57,000
 Accounts receivable                      5,133,000           6,792,000
Inventories                              15,782,000          17,867,000
Deferred income taxes                       829,000             829,000
Other current assets                      1,406,000             278,000
                                        -----------         -----------
      Total current assets               23,458,000          25,823,000
                                        -----------         -----------
PROPERTY AND EQUIPMENT - at cost:
Machinery and equipment                   7,875,000           7,689,000
Furniture and fixtures                    1,578,000           1,594,000
Land, building and improvements           8,157,000           8,101,000
  Construction in progress                  165,000                   -
                                        -----------         -----------
      Total property and equipment       17,775,000          17,384,000
  Less accumulated depreciation           9,475,000           8,549,000
                                        -----------         -----------
        Property and equipment - net      8,300,000           8,835,000
                                        -----------         -----------
DEFERRED INCOME TAXES                     3,335,000           3,335,000
OTHER ASSETS                                868,000             945,000
                                        -----------         -----------
TOTAL                                   $35,961,000         $38,938,000
                                        ===========         ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable                       $ 2,700,000         $ 4,462,000
Accrued expenses                          2,265,000           1,012,000
Current maturities of long-term debt      4,333,000           4,310,000
                                        -----------         -----------
     Total current liabilities            9,298,000           9,784,000
LONG-TERM DEBT                           12,413,000          11,035,000
                                        -----------         -----------
     Total liabilities                   21,711,000          20,819,000
                                        -----------         -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock - $.01 par value;
  20,000,000 shares authorized;
  6,811,112 shares outstanding at
  September 26, 1999 and December
  31, 1998.                                  68,000              68,000
Capital in excess of par value           20,264,000          20,264,000
Retained earnings                         8,164,000          12,033,000
                                        -----------         -----------
                                         28,496,000          32,365,000
Less treasury stock at cost              14,246,000          14,246,000
                                        -----------         -----------
     Total stockholders' equity          14,250,000          18,119,000
                                        -----------         -----------
TOTAL                                   $35,961,000         $38,938,000
                                        ===========         ===========
</TABLE>
See Notes To Condensed Consolidated Financial Statements

<PAGE>

                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)
<TABLE>
                                               Thirty-Nine Weeks Ended
                                            ------------------------------
                                            September 26,    September 27,
                                                1999             1998
                                            -------------    -------------
<S>                                          <C>              <C>
NET SALES                                    $22,927,000      $18,792,000
                                             -----------      -----------
COSTS AND EXPENSES:
 Cost of sales                                19,696,000       15,072,000
  Selling, general and administrative          5,206,000        5,036,000
  Engineering, research and development        1,003,000        1,578,000
                                             -----------      -----------
   Total                                      25,905,000       21,686,000
                                             -----------      -----------
LOSS FROM OPERATIONS                          (2,978,000)      (2,894,000)
INTEREST EXPENSE -  net                          890,000          581,000
                                             -----------      -----------
LOSS BEFORE  INCOME TAXES                     (3,868,000)      (3,475,000)
INCOME TAX BENEFIT                                     -        1,276,000
                                             -----------      -----------
NET  LOSS                                    $(3,868,000)     $(2,199,000)
                                             ===========      ===========
BASIC AND DILUTED
  NET LOSS PER SHARE                         $     (0.66)     $     (0.37)
                                             ===========      ===========
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
                                            -------------------------------
                                            September 26,     September 27,
                                                1999              1998
                                            ------------      ------------
<S>                                          <C>               <C>
NET SALES                                    $ 8,305,000       $ 5,409,000
COSTS AND EXPENSES:                          -----------       -----------
  Cost of sales                                7,070,000         4,684,000
  Selling, general and administrative          1,762,000         1,489,000
  Engineering, research and development          517,000           434,000
                                             -----------       -----------
   Total                                       9,349,000         6,607,000
                                             -----------       -----------
LOSS FROM OPERATIONS                          (1,044,000)       (1,198,000)
INTEREST EXPENSE -  net                          299,000           235,000
                                             -----------       -----------
LOSS BEFORE  INCOME TAXES                     (1,343,000)       (1,433,000)
INCOME TAX BENEFIT                                     -           530,000
                                             -----------       -----------
NET LOSS                                     $(1,343,000)      $  (903,000)
BASIC AND DILUTED                            ===========       ===========
  NET LOSS PER SHARE                         $     (0.23)      $     (0.15)
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 THIRTY-NINE WEEKS ENDED SEPTEMBER 26, 1999 AND SEPTEMBER 27, 1998
                              (unaudited)
<TABLE>
                                                            September 26,       September 27,
                                                                1999                1998
                                                            ------------        ------------
<S>                                                         <C>                 <C>
OPERATING ACTIVITIES:
Net loss                                                    $(3,868,000)        $(2,199,000)
Adjustments to reconcile net loss to
net cash used in operating activities:

   Depreciation and amortization                                968,000           1,194,000
   Provision for slow-moving and obsolete inventories           500,000             656,000
   Provision for doubtful accounts receivable                     9,000               5,000
   Deferred income taxes                                              -          (1,276,000)
   Write-down of fixed assets                                         -             (36,000)
   Loss on sale of property and equipment                         3,000                   -
   Change in operating assets and liabilities:
      Accounts receivable                                     1,650,000           4,678,000
      Inventories                                             1,586,000          (3,097,000)
      Other current assets                                   (1,128,000)             21,000
      Other assets                                               58,000            (106,000)
      Accounts payable and accrued expenses                    (105,000)         (2,421,000)
                                                            -----------         -----------
        Cash used in operating activities                      (327,000)         (2,581,000)
                                                            -----------         -----------
INVESTING ACTIVITIES:
   Purchase of property and equipment                          (418,000)           (310,000)
                                                            -----------         -----------
      Cash used in investing activities                        (418,000)           (310,000)
                                                            -----------         -----------
FINANCING ACTIVITIES:
  Proceeds from revolving credit loan - net                   1,229,000           2,786,000
  Payments of other long-term debt                             (233,000)           (202,000)
                                                            -----------         -----------
      Cash provided by financing activities                     996,000           2,584,000
                                                            -----------         -----------
NET INCREASE (DECREASE) IN CASH                                 251,000            (307,000)
CASH, BEGINNING OF PERIOD                                        57,000             443,000
                                                            -----------         -----------
CASH, END OF PERIOD                                         $   308,000         $   136,000
                                                            ===========         ===========
SUPPLEMENTAL DISCLOSURE:
   Cash payments made for:
    Income taxes                                            $         -         $    67,000
                                                            ===========         ===========
    Interest                                                $   858,000         $   544,000
                                                            ===========         ===========
</TABLE>
See Notes To Condensed Consolidated Financial Statements
<PAGE>

              MILTOPE GROUP INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (unaudited)

1.     Financial  Statements  -  In  the  opinion  of  management,  the
accompanying  unaudited  condensed  consolidated  financial  statements
contain  all  adjustments  necessary (consisting  of  only  normal  and
recurring  accruals) to present fairly the financial  position  of  the
Company and its subsidiaries as of September 26, 1999 and December  31,
1998  and  the results of operations and cash flows for the thirty-nine
and  thirteen  weeks  ended  September 26, 1999 and September 27, 1998,
respectively.

The  results  for the thirty-nine weeks ended September  26,  1999  and
September 27, 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>
                            September 26, 1999    December 31, 1998
                            ------------------    -----------------
<S>                            <C>                  <C>
Purchased parts and
  Subassemblies                $11,938,000          $12,874,000
Work-in-process                  3,844,000            4,993,000
                               -----------          -----------
Total                          $15,782,000          $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  and  was
converted   into  a  term  loan  payable  in  twelve  equal   quarterly
installments  commencing  August, 1999. 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
shortly.  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.

<TABLE>

Thirteen Weeks Ended September 26, 1999 and September 27, 1998
--------------------------------------------------------------
                                                                                   General
September 26, 1999                  Military/Rugged   Commercial  Eliminations    Corporate   Consolidated
------------------                  ---------------   ----------  ------------   ----------   ------------
<S>                                     <C>           <C>         <C>            <C>           <C>
Net sales from external customers       $ 4,807,000   $3,498,000  $          -                 $ 8,305,000
                                        ===========   ===========  ============                 ===========
Segment operating income (loss)         $(1,151,000)  $  107,000  $          -                 $(1,044,000)
                                        ===========   ==========  ============                 ===========
Identifiable assets                     $21,998,000   $7,981,000  $          -   $5,982,000    $35,961,000
                                        ===========   ==========  ============   ==========    ===========
Capital expenditures                    $    98,000   $   71,000                               $   169,000
                                        ===========   ==========                               ===========
Depreciation and amortization           $   174,000   $   97,000                               $   271,000
                                        ===========   ==========                               ===========
</TABLE>
<TABLE>                                                                            General
September 27, 1998                  Military/Rugged   Commercial  Eliminations    Corporate   Consolidated
------------------                  ---------------  -----------  ------------   ----------   ------------
<S>                                     <C>          <C>          <C>            <C>          <C>
Net sales from external customers       $ 2,405,000  $ 3,004,000  $          -                $  5,409,000-
                                        ===========  ===========  ============                ============
Segment operating income (loss)         $  (882,000) $  (316,000) $          -                $ (1,198,000)
                                        ===========  ===========  ============                ============
Identifiable assets                     $23,735,000  $ 7,530,000  $          -   $5,148,000   $ 36,413,000
                                        ===========  ===========  ============   ==========   ============
Capital expenditures                    $    78,000  $    97,000                              $    175,000
                                        ===========  ===========                              ============
Depreciation and amortization           $   298,000  $   172,000                              $    470,000
</TABLE>
<TABLE>
Thirty-nine Weeks Ended September 26, 1999 and September 27, 1998
-----------------------------------------------------------------
                                                                                   General
September 26, 1999                  Military/Rugged   Commercial  Eliminations    Corporate   Consolidated
------------------                  ---------------  -----------  ------------   ----------   ------------
<S>                                     <C>          <C>          <C>            <C>          <C>
Net sales from external customers       $12,074,000  $10,853,000  $          -                $ 22,927,000
                                        ===========  ===========  ============                ============
Segment operating income (loss)         $(2,475,000) $  (503,000) $          -                $ (2,978,000)
                                        ===========  ===========  ============                ============
Identifiable assets                     $21,998,000  $ 7,981,000  $          -   $5,982,000   $ 35,961,000
                                        ===========  ===========  ============   ==========   ============
Capital expenditures                    $   220,000  $   198,000                              $    418,000
                                        ===========  ===========                              ============
Depreciation and amortization           $   621,000  $   347,000                              $    968,000
                                        ===========  ===========                              ============
</TABLE>

<TABLE>                                                                           General
September 27, 1998                  Military/Rugged  Commercial   Eliminations   Corporate    Consolidated
------------------                  ---------------  ----------   ------------   ---------    ------------
<S>                                     <C>          <C>          <C>            <C>          <C>
Net sales from external customers       $10,415,000  $8,377,000   $          -                $ 18,792,000
                                        ===========  ===========  ============                ============
Segment operating income (loss)         $(2,350,000) $ (544,000)  $          -                $ (2,894,000)
                                        ===========  ===========  ============                ============
Identifiable assets                     $23,735,000  $7,530,000   $          -   $5,148,000   $ 36,413,000
                                        ===========  ===========  ============   ==========   ============
Capital expenditures                    $   211,000  $  179,000                               $    390,000
                                        ===========  ===========                              ============
Depreciation and amortization           $   757,000  $  437,000                               $  1,194,000
                                        ===========  ===========                              ============
</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 26, 1999, as  compared  to  the
thirteen weeks and thirty-nine weeks ended September 27, 1998.

RESULTS OF OPERATIONS
---------------------
Thirteen  weeks  ended  September 26, 1999 compared to  thirteen  weeks
ended September 27, 1998
-----------------------------------------------------------------------
      Net  sales for the thirteen weeks ended September 26, 1999 (third
quarter of 1999) were $8,305,000 compared to net sales for the thirteen
weeks  ended  September 27, 1998 (third quarter of 1998) of $5,409,000.
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 third quarter of  1999  was
14.9%  compared to 13.4% for the same period in 1998.  The increase  is
primarily  attributable to a more favorable product mix  in  the  third
quarter of 1999.

     Selling, general and administrative expenses for the third quarter
of  1999 increased 18.3% from the third quarter of 1998, to $1,762,000.
These expenses as a percent of sales were 21.2% in the third quarter of
1999 compared to 27.5% for the similar period in 1998. The decrease  as
a  percent of sales is primarily attributable to increased sales in the
third quarter of 1999 as compared to the third quarter of 1998.

      Company  sponsored engineering, research and development expenses
for the third quarter of 1999 increased 19.1% from the third quarter of
1998,  to $517,000.  These expenses as a percent of sales were 6.2%  in
the  third  quarter of 1999 compared to 8.0% for the similar period  in
1998.  The decrease as a percent of sales is primarily attributable  to
increased  sales in the third quarter of 1999 as compared to the  third
quarter  of 1998 and timing of certain research and development project
expenses that will be incurred in the fourth quarter of 1999.

      Interest  expense, net of interest income, was  $299,000  in  the
third  quarter of 1999 compared to $235,000 for the similar  period  in
1998.  The increase reflects increased debt compared to the prior year.

      Net loss for the third quarter of 1999 was $1,343,000 compared to
net  loss  of  $903,000 in the third quarter of 1998.   The  basic  and
diluted  net  loss per share was $0.23 for the third  quarter  of  1999
compared to the basic and diluted net loss per share of $0.15  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 third quarter of 1999
and  1998.  The  decrease  in  earnings was primarily  attributable  to
recognition  of  inter-company consulting charges,  increased  interest
expense and no income tax benefit taken in the third quarter of 1999.

Thirty-nine  weeks  ended  September 26, 1999 compared  to  thirty-nine
weeks ended September 27, 1998
-----------------------------------------------------------------------
      Net  sales  for  the thirty-nine weeks ended September  26,  1999
(first nine months of 1999) were $22,927,000 compared to net sales  for
the  thirty-nine weeks ended September 27, 1998 (first nine  months  of
1998)  of $18,792,000. 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 percent for the first nine months of  1999  was
14.1%  compared to 19.8% 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  nine
months  of 1999 increased 3.4% from the first nine months of  1998,  to
$5,206,000.   These expenses as a percent of sales were  22.7%  in  the
first  nine months of 1999 compared to 26.8% 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 third quarter of 1998.

      Company  sponsored engineering, research and development expenses
for  the first nine months of 1999 decreased 36.4% from the first  nine
months  of 1998, to $1,003,000.  These expenses as a percent  of  sales
were  4.4%  in the first nine months of 1999 compared to 8.4%  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  fourth
quarter of 1999.

      Interest  expense, net of interest income, was  $890,000  in  the
first  nine months of 1999 compared to $581,000 for the similar  period
in  1998.   The increase reflects increased debt compared to the  prior
year.

     Net loss for the first nine months of 1999 was $3,868,000 compared
to  net loss of $2,199,000 in the first nine months of 1998.  The basic
and  diluted net loss per share was $0.66 for the first nine months  of
1999  as compared to the basic and diluted net loss per share of  $0.37
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  first  nine
months  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.

<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
      Working  capital approximated $14,160,000 at September  26,  1999
compared  to  $16,039,000  at December 31, 1998.   Accounts  receivable
decreased  approximately $1,659,000 as a result of improved  collection
activities and a reclassification of inter-company receivables to other
current  assets.  Inventories decreased approximately $2,085,000  as  a
result  of  improved planning and procurement processes. Other  current
assets   increased  approximately  $1,128,000  as   a   result   of   a
reclassification  of  inter-company  receivable.      Accounts  payable
decreased  approximately $1,762,000 reflecting normal payment terms and
lower  inventory  levels.   Accrued  expenses  increased  approximately
$1,253,000  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 and was converted into  a  term
loan  payable in twelve equal quarterly installments commencing August,
1999. 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 shortly. 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  September 26, 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 September 26, 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 $99,000.

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


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



                                   MILTOPE GROUP INC.


                                   By: /s/ Thomas Dickinson
                                     ----------------------------------------
                                     Thomas Dickinson,
                                     President  and  Chief  Executive Officer
                                     (Principal Executive Officer)






Dated:  November 10, 1999