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 29, 2003                      Commission File Number 0-13433
-------------------

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



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


3800 Richardson Road South
           Hope Hull, AL                                  36043
-----------------------------------          --------------------------
    (Address of principal                             (Zip Code)
     executive offices)


   Registrant's telephone number, including area code (334) 284-8665
                                                     ------------------

                            Not Applicable
-----------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since
last report

    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 by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).  Yes         No   X
                                                 -----       ------

    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 7, 2003:  5,908,909 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,
ASSETS                                                 2003           2002
------                                              ------------   ------------
<S>                                                 <C>            <C>
CURRENT ASSETS:                                     $     48,000   $    589,000
 Cash
 Accounts receivable, net of allowance of 120,000      7,043,000      7,799,000
    (2003) and $344,000 (2002)
 Inventories                                          13,948,000     11,527,000
 Deferred income taxes                                 1,686,000      1,816,000
 Other current assets                                    343,000        371,000
                                                    ------------   ------------
      Total current assets                            23,068,000     22,102,000
                                                    ------------   ------------
PROPERTY AND EQUIPMENT - at cost:
 Machinery and equipment                               7,925,000      7,625,000
 Furniture and fixtures                                1,511,000      1,526,000
 Land, building and improvements                       6,060,000      6,246,000
                                                    ------------   ------------
      Total property and equipment                    15,496,000     15,397,000
 Less accumulated depreciation                         9,878,000      9,659,000
                                                    ------------   ------------
        Property and equipment - net                   5,618,000      5,738,000
                                                    ------------   ------------
DEFERRED INCOME TAXES                                  4,355,000      5,126,000
OTHER ASSETS                                             402,000        437,000
                                                    ------------   ------------
TOTAL                                               $ 33,443,000   $ 33,403,000
                                                    ============   ============
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES:
 Accounts payable                                   $  9,405,000   $  7,573,000

 Accrued expenses                                      1,879,000      2,061,000
 Short-term debt                                         440,000        515,000
 Current maturities of long-term debt                  1,376,000      1,781,000
                                                    ------------   ------------
      Total current liabilities                       13,100,000     11,930,000
LONG-TERM DEBT                                         4,656,000      7,216,000
OTHER LIABILITIES                                        845,000        945,000
                                                    ------------   ------------
      Total liabilities                               18,601,000     20,091,000
                                                    ------------   ------------
CONTINGENCIES (Note 4)

STOCKHOLDERS' EQUITY:
Common stock - $.01 par value;
20,000,000 shares                                         68,000         68,000
  authorized; 6,811,112 shares outstanding
Capital in excess of par value                        24,519,000     24,519,000
Retained earnings                                      4,297,000      2,858,000
                                                    ------------   ------------
                                                      28,884,000     27,445,000
Less treasury stock at cost                           14,042,000     14,133,000
                                                    ------------   ------------
     Total stockholders' equity                       14,842,000     13,312,000
                                                    ------------   ------------
TOTAL                                               $ 33,443,000   $ 33,403,000
</TABLE>                                            ============   ============

See Notes To Condensed Consolidated Financial Statements

                                        -2-
<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)
<TABLE>
                                            Thirteen Weeks Ended
                                         ----------------------------
                                            June 29,        June 30,
                                              2003            2002
                                         ------------    ------------

<S>                                      <C>             <C>
NET SALES                                $ 17,790,000    $ 11,053,000
                                         ------------    ------------
COSTS AND EXPENSES:
  Cost of sales                            13,822,000       8,907,000
  Selling, general and administrative       2,138,000       1,264,000
  Engineering, research and development       120,000         266,000
                                         ------------    ------------
   Total                                   16,080,000      10,437,000
                                         ------------    ------------
INCOME FROM OPERATIONS                      1,710,000         616,000
OTHER INCOME (EXPENSE):
  Interest expense                            (95,000)       (145,000)
  Interest income                               1,000           6,000
                                         ------------    ------------
   Total                                      (94,000)       (139,000)
                                         ------------    ------------
INCOME BEFORE INCOME TAXES                  1,616,000         477,000
INCOME TAXES                                  600,000               -
                                         ------------    ------------
NET INCOME                               $  1,016,000    $    477,000
                                         ===========     ============
NET INCOME PER SHARE
  BASIC                                  $       0.17    $       0.08
                                         ============    ============
  DILUTED                                $       0.17    $       0.08
                                         ============    ============
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING:
  BASIC                                     5,894,667       5,875,077
                                         ============    ============
  DILUTED                                   6,130,066       6,027,084
                                         ===========     ============


</TABLE>

See Notes To Condensed Consolidated Financial Statements

                                        -3-

<PAGE>


                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)
<TABLE>
                                           Twenty-Six Weeks Ended
                                        ----------------------------
                                          June 29,        June 30,
                                            2003            2002
                                        ------------    ------------
<S>                                     <C>             <C>
NET SALES                               $ 33,601,000    $ 20,407,000
                                        ------------    ------------
COSTS AND EXPENSES:
 Cost of sales                            26,499,000      15,486,000
  Selling, general and administrative      4,243,000       2,450,000
  Engineering, research and development      228,000         579,000
                                        ------------    ------------
   Total                                  30,970,000      18,515,000
                                        ------------    ------------
INCOME FROM OPERATIONS                     2,631,000       1,892,000
OTHER INCOME (EXPENSE):
   Interest expense                         (211,000)       (259,000)
   Interest income                             1,000          16,000
                                        ------------    ------------
     Total                                  (210,000)       (243,000)
                                        ------------    ------------
INCOME BEFORE INCOME TAXES                 2,421,000       1,649,000
INCOME TAXES                                 900,000               -
                                        ------------    ------------
NET INCOME                              $  1,521,000    $  1,649,000
                                        ============    ============
NET INCOME PER SHARE:
  BASIC                                 $        .26    $        .28
                                        ============    ============
  DILUTED                               $        .25    $        .28
                                        ============    ============
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING:
  BASIC                                    5,887,009       5,874,149
                                        ============    ============
  DILUTED                                  6,119,445       5,989,674
                                        ============    ============
</TABLE>

See Notes To Condensed Consolidated Financial Statements

                                        -4-
<PAGE>

                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE TWENTY-SIX WEEKS ENDED JUNE 29, 2003 AND JUNE 30, 2002
                              (unaudited)
<TABLE>
                                                                June 29,        June 30,
                                                                  2003            2002
                                                              ------------   ------------
<S>                                                           <C>            <C>
OPERATING ACTIVITIES:                                         $  1,521,000   $  1,649,000
Net income
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
  Depreciation and amortization                                    445,000        459,000
  Provision for slow-moving and obsolete inventories               335,000        600,000
  Provision for (recovery of) doubtful accounts receivable        (130,000)       345,000
  Deferred income taxes                                            901,000              -
  Loss on sale of property and equipment                             9,000              -
  Change in operating assets and liabilities:
     Accounts receivable                                           886,000     (1,586,000)
     Inventories                                                (2,755,000)      (874,000)
     Other current assets                                           28,000         76,000
     Other assets                                                   (2,000)       219,000
     Accounts payable and accrued expenses                       1,572,000        (28,000)
                                                              ------------   ------------
      Net cash provided by operating activities                  2,810,000        860,000
                                                              ------------   ------------
INVESTING ACTIVITIES:
  Purchase of property and equipment                              (319,000)      (827,000)
                                                              ------------   ------------
      Net cash used in investing activities                       (319,000)      (827,000)
                                                              ------------   ------------

FINANCING ACTIVITIES:
  Proceeds from exercise of stock options                            8,000          9,000

  Net proceeds from line of credit                               5,656,000              -
  Payments of long-term debt                                    (8,696,000)      (926,000)
                                                              ------------   ------------
      Net cash used in financing activities                     (3,032,000)      (917,000)
                                                              ------------   ------------
NET DECREASE IN CASH                                              (541,000)      (884,000)
CASH, BEGINNING OF PERIOD                                          589,000      1,120,000
                                                              ------------   ------------
CASH, END OF PERIOD                                           $     48,000   $    236,000
                                                              ============   ============
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW
INFORMATION:
   Cash payments made for:                                    $    137,000   $    173,000
                                                              ============   ============
    Income taxes                                              $    264,000   $    294,000
    Interest                                                  ============   ============

</TABLE>

See Notes To Condensed Consolidated Financial Statements

                                        -5-

<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 29, 2003 and December 31,  2002
and  the results of operations and cash flows for the twenty-six  weeks
ended June 29, 2003 and June 30, 2002.  All amounts presented have been
rounded to the nearest thousand.

The  results for the thirteen and twenty-six weeks ended June 29,  2003
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, 2002.

      Accounting  Estimates  -  The  Company's  consolidated  financial
statements  are  prepared  in  conformity  with  accounting  principles
generally  accepted  in  the United States of  America  which  requires
management  to make estimates and assumptions that affect the  reported
amounts  of assets and liabilities and disclosure of contingent  assets
and  liabilities  at the date of the consolidated financial  statements
and  the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

     Long-Lived Assets - In accordance with Statement of Financial
Accounting Standards ("SFAS") 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, the Company reviews its long-lived
assets and identifiable intangibles for impairment when events or
changes in circumstances indicate that the carrying amount of these
assets may not be recoverable based on estimates of future undiscounted
cash flows without interest charges.  An impairment loss is recognized
only if the carrying amount of the asset is not recoverable and is
measured as the difference between the carrying amount and the fair
value of the asset.  Assets held for disposal, if any, are carried at
the lower of carrying amount or fair value, less estimated cost to sell
such assets.

      Revenue  Recognition  - The Company generates  revenue  from  its
operating  segments,  commercial and military/rugged.   All  commercial
products  are  generally priced to the customer on  a  price  per  unit
basis.  The Company recognizes revenue based on the price per  unit  at
the  time delivery of the product is made and title, ownership and risk
of  loss  passes to the customer.  In the military/rugged  segment  the
Company recognizes revenue from fixed price contracts for products when
deliveries are made or work performed and title, ownership and risk  of
loss passes to the customer.  The Company recognizes revenue from cost-
plus-fee  contracts  when  work  is  performed  and  reimbursable   and
allowable  costs  are incurred and estimated fees are earned.   Revenue
for  certain  pre-production services pursuant to  sales  contracts  is
recognized when the service is performed.

      Stock Based Compensation - At June 29, 2003, the Company has  two
stock based compensation plans which are described more fully in Note 8
to the Company's Financial Statements presented in the Annual Report on
Form  10-K for the year ended December 31, 2002.  The Company  accounts
for  those  plans under the recognition and measurement  principles  of
Accounting  Principles  Board ("APB") Opinion No.  25,  Accounting  for
Stock Issued to Employees, and Related Interpretations.  No stock-based
employee  compensation cost is reflected in net income, as this  amount
is  insignificant.  The following table illustrates the effect  on  net
income  and  net income per share if the Company had applied  the  fair
value recognition provisions of SFAS Statement No. 123, Accounting  for
Stock-Based Compensation, to stock-based employee compensation:

                                        -6-
<PAGE>
<TABLE>
                                          Thirteen Weeks Ending
                                        ---------------------------
                                          June 29,       June 30,
                                            2003           2002
                                        ------------    -----------
<S>                                     <C>             <C>
Net income, as reported:                $  1,016,000    $   477,000

Deduct:  Total stock-based employee
  compensation expense determined under
  fair value based method for all awards,
  net of related tax effects                 (30,000)       (19,000)
                                        ------------    -----------
Pro forma net income                    $    986,000    $   458,000
                                        ============    ===========
Basic net income per share:

 As reported                            $       0.17    $      0.08

 Pro forma                              $       0.17    $      0.08

Diluted net income per share:

 As reported                            $       0.17    $      0.08

 Pro forma                              $       0.16    $      0.08

</TABLE>

<TABLE>
                                             Twenty-Six Weeks Ending
                                           ----------------------------
                                             June 29,        June 30,
                                               2003            2002
                                           ------------    ------------
<S>                                        <C>             <C>
Net income, as reported:                   $  1,521,000    $  1,649,000

Deduct:  Total stock-based employee
  compensation expense determined under
  fair value based method for all awards,
  net of related tax effects                    (61,000)        (38,000)
                                           ------------    ------------

Pro forma net income                       $  1,460,000    $  1,611,000
                                           ============    ============

Basic net income per share:

 As reported                               $       0.26    $       0.28

 Pro forma                                 $       0.25    $       0.27

Diluted net income per share:

 As reported                               $       0.25    $       0.28

 Pro forma                                 $       0.24    $       0.27

</TABLE>

For  purposes  of  SFAS 123, the weighted average  fair  value  of  the
options granted during 2003 and 2002 is estimated on the date of  grant
using   the  Black-Scholes  option-pricing  model  with  the  following
assumptions:

<TABLE>

                               June 29,      June 30,
                                 2003          2002
                              ---------      --------
<S>                           <C>            <C>
Expected life (years)            10.0           10.0

Risk-free interest rate          5.51%          5.00%

Dividend rate                       0%             0%

Expected volatility             99.16%        111.42%

</TABLE>
                                        -7-
<PAGE>
      Net  Income Per Share - Basic and diluted earnings per share  are
computed  by  dividing  the net income by the weighted  average  common
shares  outstanding  (basic  EPS)  or weighted  average  common  shares
outstanding  assuming  dilution  (diluted  EPS).   Options  that  could
potentially  dilute  basic  net income per share  in  the  future  were
included  in  the computation of diluted net income per share  for  the
thirteen  and twenty-six weeks ending June 29, 2003 and June 30,  2002,
as detailed below:

<TABLE>
                                      Thirteen Weeks          Twenty-six Weeks
                                           Ended                   Ended
                                   ----------------------  ----------------------
                                    June 29,    June 30,    June 29,    June 30,
                                      2003        2002        2003        2002
                                   ----------  ----------  ---------   ----------
<S>                                <C>         <C>         <C>         <C>
Weighted average common
 shares outstanding - basic         5,894,667   5,875,077   5,887,009   5,874,149


Dilutive effect of stock options      235,399     152,007     232,436     115,525
                                   ----------  ----------  ---------   ----------

Weighted average common
 shares outstanding - diluted       6,130,066   6,027,084   6,119,445   5,989,674
                                   ==========  ==========  ==========  ==========
</TABLE>

     All  options that would have an anti-dilutive effect on net income
per  share  if exercised were excluded from the computation of  diluted
net  income  per  share.  Anti-dilutive options for the  thirteen  week
periods  ended  June  29, 2003 and June 30, 2002  were  31,393.   Anti-
dilutive options for the twenty-six weeks ended June 29, 2003 and  June
30, 2002 were 31,393 and 80,952, respectively.


2.   Inventories - Net - Inventories consist of the following:

<TABLE>
                      June 29, 2003    December 31, 2002
                      -------------    -----------------
<C>
Purchased parts and    <C>               <C>
  Subassemblies        $ 11,326,000      $  8,578,000

Work-in-process           2,622,000         2,949,000
                       ------------      ------------
Total                  $ 13,948,000      $ 11,527,000
                       ============      ============
</TABLE>

Inventories  include a reserve for slow-moving and  obsolete  items  of
$1,246,000  and  $1,971,000 at June 29, 2003  and  December  31,  2002,
respectively.

3.   Income Taxes - The Company recognized tax expense at the estimated
effective  statutory rate for the thirteen and twenty-six  week  period
ended  June 29, 2003.  However, the Company does not have a tax payment
liability due to the use of a portion of the net operating loss  carry-
forward  the  Company has available to it.  No income tax  expense  was
recorded  for  the thirteen and twenty-six weeks ended  June  30,  2002
since  the  Company's income was offset by the utilization of  its  net
operating  loss  carryforward.  A valuation allowance which  had  fully
reserved the deferred tax assets was reversed during the fourth quarter
of 2002.

4.   Contingencies:

     Litigation - As noted in the Company's Form 10K for the year ended
December 31, 2002, the Company is a claimant in a lawsuit in the U.S.
District Court, Eastern District of New York against former officers,
directors, and employees of PGI and against two competitors of Miltope
and PGI.  The complaint alleges damages based on breach of fiduciary
duties by the former officers and directors, theft of trade secrets,
violations of the Lanham Act, conspiracy to commit these violations and
other claims.  The corporate defendants answered the complaint, denied
the claims against them but have not filed any counterclaims.  The
individual defendants who were former officers and directors of Miltope
and PGI have filed counterclaims.  The Company believes that such
litigation and claims will be resolved without a material effect on the
Company's financial position, results of operations, or cash flows.

                                        -8-
<PAGE>

In addition, the Company, from time to time, is a party to pending or
threatened legal proceedings
and arbitration in the ordinary course of business.  Based upon
information currently available, and in light of legal and other
defenses available to the Company, management does not consider any
potential liability from any threatened or pending litigation to be
material to the consolidated financial statements.

     Claims - From time to time the Company may have certain of its
contracts that may be subject to final negotiation or modification with
the customer in the ordinary course of business.  Although the ultimate
outcome of these negotiations or modifications is unknown at June 29,
2003, the Company believes that any additional costs evolving from
these negotiations would not be material to the consolidated financial
statements.

  5.   Segment Information - The Company's reportable segments are
organized around its two main products and services segments,
Military/Rugged and Commercial.  Through its military/rugged segment,
the Company is engaged in the design, manufacture and testing of
computer and computer peripheral equipment for military and other
specialized applications requiring reliable operations in severe land,
sea and airborne environments. These products are generally sold by the
Company's business development group through the federal government bid
process.  The Company's commercial segment designs, develops,
manufactures and markets commercial computer related products primarily
for transportation, telecommunications and in-field maintenance
markets.  These products are sold through an established network of
marketing representatives and Company employed sales people to a broad
base of customers both international and domestic.  The accounting
policies of the segments are the same as those described in the summary
of significant accounting policies in the Company's Annual Report on
Form 10-K.  The Company's determination of segment operating profit
(loss) does not reflect other income (expense) or income taxes.

<TABLE>

Thirteen Weeks Ended June 29, 2003 and June 30, 2002
----------------------------------------------------
                                                                                 General
   June 29, 2003                    Military/Rugged  Commercial   Eliminations  Corporate    Consolidated
   -------------------------------- --------------- -----------   ------------  ----------   ------------
   <S>                                <C>           <C>           <C>           <C>          <C>
   Net sales from external customers  $ 15,981,000  $ 1,809,000                               $ 17,790,000
                                      ============  ===========                               ============
   Segment operating income           $  1,388,000  $   322,000                               $  1,710,000
                                      ============  ===========                               ============
   Other income (expense)             $          -  $         -   $         -   $   (94,000)  $    (94,000)
                                      ============  ===========   ===========   ===========   ============
   Income (loss) before income taxes  $  1,388,000  $   322,000   $         -   $   (94,000)  $  1,616,000
                                      ============  ===========   ===========   ===========   ============
   Identifiable assets                $ 20,554,000  $ 6,054,000                 $ 6,835,000   $ 33,443,000
                                      ============  ===========                 ===========   ============
   Capital expenditures               $     82,000  $     9,000                               $     91,000
                                      ============  ===========                               ============
   Depreciation and amortization      $    207,000  $    12,000                               $    219,000
                                      ============  ===========                               ============

                                                                                 General
   June 30, 2002                    Military/Rugged  Commercial   Eliminations  Corporate    Consolidated
   -------------------------------- --------------- -----------   ------------  ----------   ------------
   <S>                                <C>           <C>           <C>           <C>          <C>
   Net sales from external customers  $  8,104,000  $ 2,949,000                              $ 11,053,000
                                      ============  ===========                              ============
   Segment operating income           $ (1,041,000) $ 1,657,000                              $    616,000
                                      ============  ===========                              ============
   Other income (expense)             $          -  $         -   $          -  $ (139,000)  $   (139,000)
                                      ============  ===========   ============  ===========  ============
   Income (loss) before income taxes  $ (1,041,000) $ 1,657,000   $          -  $ (139,000)  $    477,000
                                      ============  ===========   ============  ===========  ============
   Identifiable assets                $ 18,139,000  $ 8,183,000                 $4,976,000   $ 31,298,000
                                      ============  ===========                 ===========  ============
   Capital expenditures               $    477,000  $   169,000                              $    646,000
                                      ============  ===========                              ============
   Depreciation and amortization      $    226,000  $    10,000                              $    236,000
                                      ============  ===========                              ============
</TABLE>
                                        -9-
<TABLE>

Twenty-Six Weeks Ended June 29, 2003 and June 30, 2002
------------------------------------------------------
                                                                                 General
   June 29, 2003                    Military/Rugged  Commercial   Eliminations  Corporate    Consolidated
   -------------------------------- --------------- -----------   ------------  ----------   ------------
   <S>                                <C>           <C>           <C>           <C>          <C>
   Net sales from external customers  $ 29,886,000  $ 3,715,000   $          -               $ 33,601,000
                                      ============  ===========   ============               ============
   Segment operating income           $  1,919,000  $   712,000   $          -               $  2,631,000
                                      ============  ===========   ============               ============
   Other income (expense)             $          -  $         -   $          -  $ (210,000)  $   (210,000)
                                      ============  ===========   ============  ==========   ============
   Income (loss) before income taxes  $  1,919,000  $   712,000   $          -  $ (210,000)  $  2,421,000
                                      ============  ===========   ============  ==========   ============
   Identifiable assets                $ 20,554,000  $ 6,054,000   $          -  $6,835,000   $ 33,443,000
                                      ============  ===========   ============  ==========   ============
   Capital expenditures               $    282,000  $    37,000   $          -               $    319,000
                                      ============  ===========   ============               ============
   Depreciation and amortization      $    421,000  $    24,000   $          -               $    445,000
                                      ============  ===========   ============               ============


                                                                                 General
   June 30, 2002                    Military/Rugged  Commercial   Eliminations  Corporate    Consolidated
   -------------------------------- --------------- -----------   ------------  ----------   ------------
   <S>                                <C>           <C>           <C>           <C>          <C>
   Net sales from external customers  $ 14,192,000  $ 6,215,000   $          -               $ 20,407,000
                                      ============  ===========   ============               ============
   Segment operating income (loss)    $   (370,000) $ 2,262,000   $          -               $  1,892,000
                                      ============  ===========   ============               ============
   Other income (expense)             $          -  $         -   $          -  $ (243,000)  $   (243,000)
                                      ============  ===========   ============  ==========   ============
   Income (loss) before income taxes  $   (370,000) $ 2,262,000   $          -  $ (243,000)  $  1,649,000
                                      ============  ===========   ============  ==========   ============
   Identifiable assets                $ 18,139,000  $ 8,183,000   $          -  $4,976,000   $ 31,298,000
                                      ============  ===========   ============  ==========   ============
   Capital expenditures               $    591,000  $   236,000   $          -               $    827,000
                                      ============  ===========   ============               ============
   Depreciation and amortization      $    445,000  $    14,000   $          -               $    459,000
                                      ============  ===========   ============               ============

                                                                                 General
   December 31, 2002                Military/Rugged  Commercial   Eliminations  Corporate    Consolidated
   -------------------------------- --------------- -----------   ------------  ----------   ------------
   <S>                                <C>           <C>           <C>           <C>          <C>
   Identifiable assets                $ 20,240,000  $ 4,824,000   $          -  $8,339,000   $ 33,403,000

</TABLE>

                                        -10-
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations
-----------------------------------------------------------------------


"SAFE  HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995
-----------------------------------------------------------------------
     The  matters and statements made in this Quarterly Report on  Form
10-Q  constitute  forward-looking  statements  within  the  meaning  of
Section  21E  of  the  Securities  Exchange  Act  of  1934.   All  such
statements  are  made  pursuant to the safe harbor  provisions  of  the
Private  Securities Litigation Reform Act of 1995.  Wherever  possible,
the  Company has identified these forward-looking statements  by  words
such  as  "anticipates,"  "may," "believes,"  "estimates,"  "projects,"
"expects" "intends," and words of similar import.  In addition  to  the
statements included in this Quarterly Report on Form 10-Q, the  Company
and  its  representatives  may from time to time  make  other  oral  or
written  forward-looking  statements.  All  forward-looking  statements
involve  certain assumptions, risks and uncertainties that could  cause
actual  results  to  differ  materially  from  those  included  in   or
contemplated  by  the  statements.   These  assumptions,   risks,   and
uncertainties  include,  but  are  not  limited  to,  general  business
conditions,  including  the timing or extent of  any  recovery  of  the
economy,  the  highly competitive nature of the industry in  which  the
Company operates, the continued involvement of military forces  in  the
war  on terrorism, the speed with which consumers regain confidence  in
the  safety  of  air transportation actions of competitors, termination
convenience   of   the  United  States  government,  customer   funding
variations  in connection  with  multi-year  contracts of contracts  at
the and other risks and  uncertainties.      All  such  forward-looking
statements may be  affected  by  inaccurate assumptions or by known  or
unknown risks  and  uncertainties,  and therefore those  statements may
turn out to be wrong.  Consequently,  no forward-looking statement  can
be guaranteed.  Actual future results may vary materially.

     All forward-looking statements are made as of the date of filing
or publication.  We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise.  Investors are advised, however, to consult
any further disclosures the Company makes in future filings with the
Securities and Exchange Commission or in any of its press releases.

GENERAL
-------

      The  following  discussion and analysis presents certain  factors
affecting  the  Company's results of operations for  the  thirteen  and
twenty-six  weeks ended June 29, 2003, as compared to the thirteen  and
twenty-six weeks ended June 30, 2002.

                                        -11-
<PAGE>

RESULTS OF OPERATIONS
---------------------
Thirteen  weeks  ended June 29, 2003 compared to thirteen  weeks  ended
June 30, 2002
-----------------------------------------------------------------------

      Net  sales  for  the thirteen weeks ended June 29,  2003  (second
quarter  of  2003)  were $17,790,000 compared  to  net  sales  for  the
thirteen  weeks  ended  June  30, 2002  (second  quarter  of  2002)  of
$11,053,000.  Military sales increased in the second quarter of 2003 to
$15,981,000  as compared to $8,104,000 in the second quarter  of  2002.
Commercial  sales decreased in the second quarter of 2003 to $1,809,000
from  $2,949,000 in the second quarter of 2002.  The 97.2% increase  in
military sales year to year was primarily the result of $13,280,000  in
revenue attributable to the full ramped up production level of the TSC-
750  under  the Maintenance Support Device ("MSD") Indefinite  Delivery
Indefinite Quantity ("IDIQ") contract partially offset by the  loss  of
$5,969,000  in revenue attributable to the SPORT program,  a  five-year
hand-held  computer contract completed in June 2002. The  Company  also
benefited  from increased sales of tactical computers for the  SMART  T
program  with  Raytheon  and the CONFIRE program  with  both  Honeywell
Corporation  and  the  U.S. Army's Picatinny Arsenal.   Both  of  these
programs utilize computers that were originally designed by one of  the
Company's subsidiaries but have been subsequently redesigned by Miltope
Corporation  to  conform  to  the  environmental  requirements  of  the
respective  programs.   These sales accounted  for  $1,471,000  in  the
second quarter of 2003 as compared to $1,255,000 for the same period in
2002.  The 38.7% decrease in commercial sales was directly attributable
to  decreased  orders  from the commercial airline  industry  primarily
caused by the continued uncertainty plaguing that industry segment.

      The  gross margin percentage for the second quarter of  2003  was
22.3% compared to 19.4% for the same period in 2002.  This increase  is
largely  due  to  increased efficiencies at the higher  MSD  production
levels.

      Selling,  general  and  administrative expenses  for  the  second
quarter  of  2003 increased 69.1% from the second quarter of  2002,  to
$2,138,000.   These expenses as a percent of sales were  12.0%  in  the
second  quarter  of  2003 compared to 11.4% for the similar  period  in
2002.  The increase as a percent of sales is primarily attributable  to
increased legal expenses related to the litigation described in Note  4
to  the  condensed consolidated financial statements. These associative
legal expenses were in the amount of $745,000 in the second quarter  of
2003 as compared to $207,000 in the second quarter of 2002.

      Company funded engineering, research and development expenses for
the  second quarter of 2003 decreased to $120,000 from $266,000 in  the
second quarter of 2002.  These expenses as a percent of sales were 0.7%
in  the  second  quarter  of 2003 and 2.4% in 2002.   The  decrease  is
primarily  attributable to an increase in customer  funded  development
projects which utilized engineering resources that would have been used
on  Company  funded development projects.  Most of the customer  funded
development  projects continue to generate revenue  and  therefore  all
costs  associated with these revenues are included in the Cost of Sales
line.   Income or loss from these customer funded development  programs
is included in the gross margin for each period.

      Interest  expense  was  $95,000 in the  second  quarter  of  2003
compared to $145,000 for the similar period in 2002.  This decrease  is
a  result  of  a  decreased level of debt due to lower working  capital
requirements in the first quarter of 2003 offset partially by a  higher
variable  cost  of  debt under the terms of the  Company's  new  credit
agreement entered into in January 2003.

     The Company had virtually no interest income in the second quarter
of  2003 compared to $6,000 for the similar period in 2002, as a result
of the terms of the new credit agreement.

      The  Company  recognized tax expense at the  estimated  effective
statutory  rate  for  the thirteen week period  ended  June  29,  2003.
However, the Company does not have a tax payment liability due  to  the
use  of  a portion of the net operating loss carry-forward the  Company
has  available  to  it.   No income tax expense was  recorded  for  the
thirteen  weeks  ended  June 30, 2002 since the  Company's  income  was
offset  by  the utilization of its net operating loss carryforward.   A
valuation  allowance which had fully reserved the deferred  tax  assets
was reversed during the fourth quarter of 2002.

                                        -12-

<PAGE>

      The  consolidated net income for the second quarter of  2003  was
$1,016,000 compared to net income of $477,000 in the second quarter  of
2002.   The basic net income per share was $0.17 for the second quarter
of  2003 based on the weighted average of 5,894,667 shares outstanding.
The  diluted net income per share was $0.17 based on a diluted weighted
average  of  6,130,066 shares outstanding.  The basic and  diluted  net
income  per share was $0.08 for the similar period in 2002 based  on  a
weighted  average  of  5,875,077 shares of the Company's  common  stock
outstanding.


Twenty-six weeks ended June 29, 2003 compared to twenty-six weeks ended
June 30, 2002
-----------------------------------------------------------------------

      Net  sales  for  the twenty-six weeks ended June  29,  2003  were
$33,601,000 compared to net sales for the twenty-six weeks  ended  June
30, 2002 of $20,407,000.  Military sales increased in the first half of
2003  to  $29,886,000 as compared to $14,192,000 in the first  half  of
2002.   Commercial  sales  decreased in  the  first  half  of  2003  to
$3,715,000  from  $6,215,000 in the first half  of  2002.   The  110.6%
increase  in  military sales year to year was primarily the  result  of
$22,851,000  in revenue attributable to the full ramped  up  production
level  of  the TSC-750 under the MSD IDIQ contract partially offset  by
the loss of $10,836,000 in revenue attributable to the SPORT program, a
five-year  hand-held computer contract completed  in  June  2002.   The
Company  also benefited from increased sales of tactical computers  for
the  SMART  T program with Raytheon and the CONFIRE program  with  both
Honeywell  Corporation and the U.S Army's Picatinny  Arsenal.  Both  of
these  programs utilize computers that were originally designed by  one
of  the Company's subsidiaries but have been subsequently redesigned by
Miltope Corporation to conform to the environmental requirements of the
respective  programs.   These sales accounted for  $4,138,000  for  the
twenty-six  week period ended June 29, 2003 as compared  to  $1,731,000
for  the twenty-six week period ended June 30, 2002. The 40.2% decrease
in  commercial sales is directly attributable to decreased orders  from
the  commercial  airline  industry  primarily  caused  by  the  current
uncertainty plaguing that industry segment.

      The  gross margin percentage for the first half of 2003 was 21.1%
compared  to  24.1%  for  the same period in 2002.   This  decrease  is
largely  due  to a shift in product mix from the higher margin  revenue
generated  by  the  commercial airborne products to  the  lower  margin
revenue generated by the MSD contract products.

     Selling, general and administrative expenses for the first half of
2003 increased 73.2% from the first half of 2002, to $4,243,000.  These
expenses  as  a percent of sales were 12.6% in the first half  of  2003
compared  to 12.0% for the similar period in 2002.  The increase  as  a
percent  of sales is primarily attributable to increased legal expenses
related  to  the  litigation  described in  Note  4  to  the  condensed
consolidated  financial  statements. These associative  legal  expenses
were  in the amount of $1,362,000 for the twenty-six week period  ended
June  29,  2003 as compared to $329,000 for the twenty-six week  period
ended June 30, 2002.

      Company funded engineering, research and development expenses for
the first half of 2003 decreased to $228,000 from $579,000 in the first
half  of 2002.  These expenses as a percent of sales were 0.7%  in  the
first  half  of  2003  and  2.8% in 2002.  The  decrease  is  primarily
attributable  to  an  increase in customer funded development  projects
which  utilized  engineering resources that would  have  been  used  on
Company  funded  development projects.  Most  of  the  customer  funded
development  projects continue to generate revenue  and  therefore  all
costs  associated with these revenues are included in the Cost of Sales
line. Income or loss from these customer funded development programs is
included in the gross margin for each period.

      Interest expense was $211,000 in the first half of 2003  compared
to  $259,000 for the similar period in 2002.  This decrease is a result
of  a decreased level of debt due to lower working capital requirements
in the first quarter of 2003 offset partially by a higher variable cost
of  debt  under the terms of the Company's new credit agreement entered
into in January 2003.

      The Company had virtually no interest income in the first half of
2003 compared to $16,000 for the similar period in 2002, as a result of
the terms of the new credit agreement.

                                        -13-
<PAGE>

      The  Company  recognized tax expense at the  estimated  effective
statutory  rate  for  the thirteen week period  ended  June  29,  2003.
However, the Company does not have a tax payment liability due  to  the
use  of  a portion of the net operating loss carry-forward the  Company
has available to it.  No income tax expense was recorded for the twenty-
six weeks ended June 30, 2002 since the Company's income was offset  by
the  utilization of its net operating loss carryforward.   A  valuation
allowance which had fully reserved the deferred tax assets was reversed
during the fourth quarter of 2002.

      The  consolidated  net  income for the first  half  of  2003  was
$1,521,000  compared to net income of $1,649,000 in the first  half  of
2002.   The basic net income per share was $0.26 for the first half  of
2003  based  on  the weighted average of 5,887,009 shares  outstanding.
The  diluted net income per share was $0.25 based on a diluted weighted
average  of  6,119,445 shares outstanding.  The basic and  diluted  net
income  per share was $0.28 for the similar period in 2002 based  on  a
weighted  average  of  5,874,149 shares of the Company's  common  stock
outstanding.

                                        -14-
<PAGE>

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

      Working  capital  was  $9,968,000 at June 29,  2003  compared  to
$10,172,000  at  December  31,  2002.   Accounts  receivable  decreased
$756,000  as  a result of higher levels of military sales  in  December
than  June.  Inventory levels increased $2,421,000 compared to December
31,  2002  balances  as  the Company prepared for increased  production
demands in the 3rd and 4th quarter of 2003.  Accounts payable increased
$1,832,000 reflecting an increase in inventory purchases at the end  of
the  2nd  quarter.   Current  maturities of  long-term  debt  decreased
$405,000 reflecting the amortization of the remaining $1 million due to
the former lender.

      Capital expenditures totaled $319,000 for the first six months of
2003  compared  to  $827,000 in the first  six  months  of  2002.   The
decrease in 2003 from 2002 is due to the capitalization of tooling  and
test equipment in 2002 in relation to the start up of the MSD contract.
The  Company expects capital expenditures for the full year 2003 to  be
approximately $450,000.  Depreciation and amortization expense for  the
first six months of 2003 totaled $445,000 compared to $459,000 for  the
first  six  months of 2002.  Depreciation and amortization expense  for
the remainder of 2003 is expected to be approximately $431,000.

     In January of 2003, the Company entered into a new credit
agreement with Citizen's Business Credit ("Citizen's") that will
provide up to $8,000,000 of financing under a revolving line of credit
over an initial three-year period.  The initial proceeds of this line
of credit were used to pay down $4,700,000 of the $5,700,000 balance
due under the existing credit facility provided by its former primary
lender.  The Company entered into an agreement with its former primary
lender to amortize the remaining $1,000,000 balance of the existing
line of credit over the next twelve months.  The Company anticipates
that this new line of credit and cash generated internally will provide
adequate funding to meet its cash flow needs for the year ended
December 31, 2003.  The agreement includes various provisions requiring
the maintenance of certain financial ratios and certain other
limitations.  The Company's accounts receivable, contract rights and
inventories are pledged as collateral to the agreement.

CRITICAL ACCOUNTING POLICIES
----------------------------

        The preparation of financial statements in conformity with
generally accepted accounting principles requires the appropriate
application of certain accounting policies, many of which require us to
make estimates and assumptions about future events and their impact on
amounts reported in our financial statements and related notes.  Since
future events and their impact cannot be determined with certainty, the
actual results will inevitably differ from our estimates.  Such
differences could be material to the financial statements.

        We believe application of accounting policies and the estimates
inherently required therein, are reasonable. These accounting policies
and estimates are constantly reevaluated, and adjustments are made when
facts and circumstances dictate a change. Our accounting policies are
more fully described in Note 1 to the financial statements, presented
elsewhere in this report on Form 10-Q. We have identified certain
critical accounting policies that are described below.

                                        -15-
<PAGE>

Inventories-Provision for Slow Moving and Obsolescence - The Company
has various components in its inventory that relate to discontinued
products and warranty replacement parts and repairs. The Company
identifies slow moving or obsolete inventories and estimates
appropriate loss provisions related thereto. On an on-going basis the
Company evaluates its estimates of loss provisions by using various
7reports and analysis to focus on inventory throughput trends, inventory
composition and inventory utilization over discrete periods of time.
Additionally, the Company tracks projected parts usage to parts on hand
inventory to minimize risk of overstocks.

Deferred Taxes - The Company records a valuation allowance to reduce
its deferred tax assets to the amount that it believes is more likely
than not to be realized.  While the Company has considered future
taxable income and ongoing prudent and feasible tax planning strategies
in assessing the need for the valuation allowance, in the event the
Company was to determine that it would not be able to realize all or
part of its net deferred tax assets in the future, an adjustment to the
deferred tax assets would be charged to income in the period such
determination was made.  Likewise, should the Company determine that it
would be able to realize its deferred tax assets in the future in
excess of its net recorded amount, an adjustment to the deferred tax
assets would increase income in the period such determination was made.
In 2002, the Company eliminated the valuation allowance against its
deferred tax assets.

Impairment of Long-lived Assets - The Company, using its best estimates
based on reasonable and supportable assumptions and projections,
reviews for impairment of long-lived assets in accordance with
Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets.  The financial statements
referred to above reflect all adjustments required by Statement 144 as
of December 31, 2002.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk
-------------------------------------------------------------------

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

     The Company has a revolving credit loan and an Industrial
Development Authority Bond Issue that are exposed to changes in
interest rates during the course of their maturity.  Both debt
instruments bear interest at current market rates and thus approximate
fair market value.  A 10% increase in interest rates (from 4.8% to
5.3%) would affect the Company's variable debt obligations and could
potentially reduce future net earnings by a maximum of approximately
$33,000 per year.

                                        -16-
<PAGE>

Item 4.  Controls and Procedures
--------------------------------

           Evaluation of Disclosure Controls and Procedures
           ------------------------------------------------

     As of the end of the period covered by this report on Form 10-Q,
the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Chief
Executive Officer, Mr. Thomas R. Dickinson, and the Chief Financial
Officer, Mr. Tom B. Dake, of the effectiveness of the Company's
disclosure controls and procedures as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e).  Based upon that evaluation, Mr. Dickinson and Mr.
Dake have conluded that the Company's disclosure controls and
procedures are functioning effectively to provide reasonable assurance
that information the Company is required to disclose in the reports it
files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules
and forms of the Securities and Exchange Commission.  These disclosure
controls and procedures include, without limitation, controls and
procedures designed to provide reasonable assurance that information
the Company is required to disclose in such reports is accumulated and
communicated to Company management, including the chief executive
officer and the chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.

Change in Internal Controls
---------------------------

     There have been no significant changes in the Company's internal
controls over financial reporting or in other factors that have
materially affected or is reasonable likely to materially affect
internal controls since the date of Mr. Dickinson's and Mr. Dake's most
recent reviews of the Company's internal control systems.  The design
of any system of internal controls and procedures is based upon certain
assumptions about the likelihood of future events.  There can be no
assurance that any design will succeed in achieving its stated goal
under all potential future conditions, regardless of how remote.



                                        -17-
<PAGE>

PART II - OTHER INFORMATION
---------------------------

Item 1 - Legal Proceedings

     As noted in the Company's Form 10K for the year ending December
31, 2002, the Company is a claimant in a lawsuit in the U.S. District
Court, Eastern District of New York against former officers, directors,
and employees of PGI and against two competitors of Miltope and PGI.
The complaint alleges damages based on breach of fiduciary duties by
the former officers and directors, theft of trade secrets, violations
of the Lanham Act, conspiracy to commit these violations and other
claims.  The corporate defendants answered the complaint, denied the
claims against them but have not filed any counterclaims.  The
individual defendants who were former officers and directors of Miltope
and PGI have filed counterclaims.  The Company believes that such
litigation and claims will be resolved without a material effect on the
Company's financial position or results of operations.

   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
           --------
           31.1 Certification of Chief Executive Officer,
                Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.

           31.2 Certification of Chief Financial Officer
                Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.

           99.1 Certification of Principal Financial Officer
                Pursuant to 18 U.S.C. Section 1350 as adopted
                pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002.


           99.2 Certification of Principal Executive Officer
                Pursuant to 18 U.S.C. Section 1350 as adopted
                pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002.

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



                                        -18-
<PAGE>




                           SIGNATURES
                           ----------


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



                                   MILTOPE GROUP INC.




                                   By: /s/ Tom B. Dake
                                      -----------------------------------
                                      Tom B. Dake,
                                      Vice  President Finance and Chief
                                      Financial Officer
                                      (Principal Accounting Officer)


Dated:  August 13, 2003


                                        -19-