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 24, 2000                       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 7, 2000: 5,871,523 shares of Common
Stock, $.01 par value.

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


                                      September 24,       December 31,
ASSETS                                    2000                1999
------                                -------------       ------------
<S>                                     <C>                <C>
CURRENT ASSETS:
 Cash                                   $ 2,400,000        $ 2,437,000
 Accounts receivable                      6,052,000          4,477,000
 Inventories                             14,000,000         15,360,000
 Deferred income taxes                      789,000            535,000
 Other current assets                       375,000            467,000
                                        -----------        -----------
      Total current assets               23,616,000         23,276,000
                                        -----------        -----------
PROPERTY AND EQUIPMENT - at cost:
 Machinery and equipment                  8,879,000          8,786,000
 Furniture and fixtures                   1,628,000          1,615,000
 Land, building and improvements          6,743,000          8,449,000
                                        -----------        -----------
      Total property and equipment       17,250,000         18,850,000
  Less accumulated depreciation          10,388,000         10,374,000
                                        -----------        -----------
      Property and equipment - net        6,862,000          8,476,000
                                        -----------        -----------
DEFERRED INCOME TAXES                     3,375,000          3,629,000
OTHER ASSETS                              1,192,000          1,543,000
                                        -----------        -----------
TOTAL                                   $35,045,000        $36,924,000
                                        ===========        ===========
LIABILITIES AND STOCKHOLDERS'EQUITY
CURRENT LIABILITIES:
 Accounts payable                       $ 4,466,000        $ 4,089,000
 Accrued expenses                         4,396,000          4,935,000
 Current maturities of long-term debt     4,113,000          3,064,000
                                        -----------        -----------
      Total current liabilities          12,975,000         12,088,000
LONG-TERM DEBT                           10,807,000         14,830,000
                                        -----------        -----------
     Total liabilities                   23,782,000         26,918,000
                                        -----------        -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock - $.01 par value;
 20,000,000 shares authorized;
 6,811,112 shares outstanding
 at September 24, 2000 and
 December 31, 1999.                          68,000             68,000
Capital in excess of par value           20,263,000         20,263,000
Retained earnings                         5,177,000          3,920,000
                                        -----------        -----------
                                         25,508,000         24,251,000
Less treasury stock at cost              14,245,000         14,245,000
                                        -----------        -----------
     Total stockholders' equity          11,263,000         10,006,000
                                        -----------        -----------
TOTAL                                   $35,045,000        $36,924,000
                                        ===========        ===========
</TABLE>
See Notes To Condensed Consolidated Financial Statements
<PAGE>
<TABLE>
<CAPTION>

                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)

                                          Thirty-Nine Weeks Ended
                                      -------------------------------
                                                       As Restated
                                       September 24,   September 26,
                                           2000            1999
                                       ------------     ------------
<S>                                    <C>              <C>
NET SALES                              $ 27,837,000     $ 27,770,000
                                       ------------     ------------
COSTS AND EXPENSES:
 Cost of sales                           21,996,000       23,256,000
  Selling, general and administrative     5,509,000        6,892,000
  Engineering, research and development     542,000        1,165,000
                                       ------------     ------------
   Total                                 28,047,000       31,313,000
                                       ------------     ------------
LOSS FROM OPERATIONS                       (210,000)      (3,543,000)
INTEREST EXPENSE -  net                     875,000          946,000
                                       ------------     ------------
LOSS BEFORE  INCOME TAXES              $ (1,085,000)    $ (4,489,000)

INCOME TAX BENEFIT                                -                -
                                       ------------     ------------
NET  LOSS                              $ (1,085,000)    $ (4,489,000)
                                       ============     ============
BASIC AND DILUTED
  NET LOSS PER SHARE                   $      (0.18)    $      (0.76)
                                       ============     ============
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                      5,871,523        5,871,523
                                       ============     ============
</TABLE>
See Notes To Condensed Consolidated Financial Statements
<PAGE>
<TABLE>
<CAPTION>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)

                                            Thirteen Weeks Ended
                                       --------------------------------
                                                          As Restated
                                        September 24,     September 26,
                                            2000              1999
                                         -----------      ------------
<S>                                      <C>              <C>
NET SALES                                $ 9,385,000      $ 11,220,000
                                         -----------      ------------
COSTS AND EXPENSES:
  Cost of sales                            7,767,000         9,115,000
  Selling, general and administrative      1,863,000         2,324,000
  Engineering, research and development       90,000           558,000
                                         -----------      ------------
   Total                                   9,720,000        11,997,000
                                         -----------      ------------
LOSS FROM OPERATIONS                        (335,000)         (777,000)
INTEREST EXPENSE -  net                      284,000           315,000
                                         -----------      ------------
LOSS BEFORE  INCOME TAXES                   (619,000)       (1,092,000)
INCOME TAX BENEFIT                                 -                 -
                                         -----------      ------------
NET LOSS                                 $  (619,000)     $ (1,092,000)
                                         ===========      ============
BASIC AND DILUTED
  NET LOSS PER SHARE                     $     (0.10)     $      (0.19)
                                         ===========      ============
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                       5,871,523         5,871,523
                                         ===========      ============
</TABLE>
See Notes To Condensed Consolidated Financial Statements
<PAGE>
<TABLE>
<CAPTION>

                    MILTOPE GROUP INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 24, 2000 AND SEPTEMBER 26, 1999
                              (unaudited)
                                                                             As Restated
                                                            September 24,    September 26,
                                                                2000             1999
                                                           --------------    -------------
<S>                                                        <C>               <C>
OPERATING ACTIVITIES:
Net loss                                                   $ (1,085,000)     $ (4,489,000)
Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:
  Depreciation and amortization                               1,025,000         1,259,000
  Provision for slow-moving and obsolete inventories            945,000           542,000
  Provision for doubtful accounts receivable                     50,000            58,000
  Deferred income taxes                                               -                 -
  Loss (gain) on sale of property and equipment                 (22,000)            3,000
  Change in operating assets and liabilities:
    Accounts receivable                                      (1,623,000)        1,004,000
    Inventories                                                 414,000         1,842,000
    Other current assets                                         92,000        (1,247,000)
    Other assets                                                219,000            68,000
    Accounts payable and accrued expenses                     2,177,000           643,000
                                                           ------------      ------------
      Cash provided by (used in) operating activities         2,192,000          (317,000)
                                                           ------------      ------------
INVESTING ACTIVITIES:
  Purchase of property and equipment                           (155,000)         (502,000)
  Sale of property and equipment                                900,000                 -
                                                           ------------      ------------
      Cash provided by (used in) investing activities           745,000          (502,000)
                                                           ------------      ------------
FINANCING ACTIVITIES:
  Proceeds (payments) from revolving credit loan - net       (1,408,000)        1,220,000

  Payments of other long-term debt - net                     (1,566,000)         (236,000)
                                                           ------------      ------------
      Cash provided by (used in) financing activities        (2,974,000)          984,000
                                                           ------------      ------------
NET INCREASE (DECREASE) IN CASH                                 (37,000)          165,000
CASH, BEGINNING OF PERIOD                                     2,437,000           298,000
                                                           ------------      ------------
CASH, END OF PERIOD                                        $  2,400,000      $    463,000
                                                           ============      ============
SUPPLEMENTAL DISCLOSURE:
   Cash payments made for:
    Income taxes                                           $          -      $          -
                                                           ============      ============
    Interest                                               $    890,000      $    902,000
                                                           ============      ============
</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 Miltope
Group,  Inc.  ("the Company") and its subsidiaries as of September  24,
2000 and December 31, 1999 and the results of operations and cash flows
for  the  thirty-nine weeks ended September 24, 2000 and September  26,
1999.

The  results for the thirty-nine weeks ended September 24, 2000 are not
necessarily  indicative  of the results for  an  entire  year.   It  is
suggested  that  these  consolidated financial statements  be  read  in
conjunction  with  the Company's Annual Report on  Form  10-K  for  the
fiscal year ended December 31, 1999.

       Reclassifications  -  Certain  prior  years  amounts  have  been
reclassified to conform to the 2000 presentation.

2.     Business  Acquisitions  -    On  April  1,  2000,   the  Company
entered into an agreement with Great Universal Incorporated ("GUI"), to
transfer GUI's ownership of 90% of the outstanding stock of IV  Phoenix
Group,  Inc. ("PGI") to the Company. Since GUI, through its controlling
interest in the Company, continues to own a controlling interest in PGI
after  the transfer, the acquisition has been recorded on the Company's
books  at  GUI's historical cost and accounted for on an "as if  pooled
basis".  Accordingly, the accompanying financial statements  have  been
restated on this basis.

Revenues  and  net  loss for the separate companies  and  the  combined
amounts presented in the accompanying consolidated financial statements
for  the thirteen and thirty nine week periods ended September 24, 2000
and September 26, 1999, are as follows:

<TABLE>
                                              Thirteen Weeks               Thirty Nine Weeks
                                         Ended September 24, 2000     Ended September 24 ,2000
                                         ------------------------     ------------------------
<S>                                              <C>                         <C>
Revenues:
  Miltope                                        $  8,668,000                $ 24,828,000
  PGI                                                 752,000                   3,251,000

  Combined (net of related party transactions)   $  9,385,000                $ 27,837,000

Net loss:
  Miltope                                        $    (78,000)               $   (101,000)
  PGI                                                (505,000)                   (873,000)

  Combined (net of related party transactions)   $   (619,000)               $ (1,085,000)

                                              Thirteen Weeks               Thirty Nine Weeks
                                         Ended September 26, 1999     Ended September 26 ,1999
                                         ------------------------     ------------------------
<S>                                               <C>                        <C>
Revenues:
  Miltope                                         $  8,305,000               $ 22,927,000
  PGI                                                3,361,000                  7,407,000

  Combined  (net of related party transactions)   $ 11,220,000               $ 27,770,000

Net income (loss):
  Miltope                                         $ (1,343,000)              $ (3,867,000)
  PGI                                                  288,000                   (511,000)

  Combined (net of related party transactions)    $ (1,092,000)              $ (4,489,000)

</TABLE>

Certain amounts from PGI's prior financial statements were reclassified
to conform to Miltope's presentation.

3.         Inventories - Net

Inventories consist of the following:

<TABLE>
                      September 24, 2000     December 31, 1999
                      ------------------     -----------------
<S>                     <C>                     <C>
Purchased parts and
  sub-assemblies        $ 11,912,000            $ 10,278,000
Work-in-process            2,088,000               5,082,000
                        ------------            ------------
Total                   $ 14,000,000            $ 15,360,000
                        ============            ============
</TABLE>

4.    Income Taxes - No income tax benefit has been recognized  related
to  the  net operating losses for the thirty nine weeks ended September
24, 2000 and September 26, 1999 as they have been fully reserved with a
valuation  allowance. Although realization is not  assured,  management
believes  it  is  more likely than not that the recorded  deferred  tax
assets,  net  of  valuation allowance provided, will be  realized.  The
valuation  allowances  can  be  adjusted  in  future  periods  as   the
probability of realization of the deferred tax assets change.

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.  The Company's determination of
segment operating income (loss) does not reflect other income (expense)
or income taxes.

<PAGE>
<TABLE>
<CAPTION>
Thirteen Weeks Ended September 24, 2000 and September 26, 1999
--------------------------------------------------------------
    <S>                                  <C>             <C>           <C>            <C>         <C>
                                                                                       General
    September 24, 2000                 Military/Rugged   Commercial    Eliminations   Corporate   Consolidated
    ---------------------------------  ---------------   ----------    ------------   ---------   ------------
    Net sales from external customers    $ 6,912,000     $ 2,509,000   $   (36,000)               $ 9,385,000
                                         ===========     ===========   ===========                ===========
    Segment operating income (loss)      $ (545,000)     $   247,000   $   (37,000)               $  (335,000)
                                         ===========     ===========   ===========                ===========
    Identifiable assets                  $21,651,000     $ 5,922,000   $    43,000    $7,429,000  $35,045,000
                                         ===========     ===========   ===========    ==========  ===========
    Capital expenditures                 $    54,000     $    22,000                              $    76,000
                                         ===========     ===========                              ===========
    Depreciation and amortization        $   225,000     $    68,000   $    37,000                $   330,000
                                         ===========     ===========   ===========                ===========

    <S>                                 <C>              <C>           <C>            <C>         <C>
    As Restated                                                                        General
    September 26, 1999                 Military/Rugged   Commercial    Eliminations   Corporate   Consolidated
    ---------------------------------  ---------------   ----------    ------------   ---------   ------------
    Net sales from external customers    $ 8,168,000     $3,498,000    $  (446,000)               $11,220,000
                                         ===========     ==========    ===========                ===========
    Segment operating income (loss)      $  (847,000)    $  107,000    $  ( 37,000)               $  (777,000)
                                         ===========     ==========    ===========                ===========
    Identifiable assets                  $24,352,000     $7,981,000    $   190,000    $5,982,000  $38,505,000
                                         ===========     ==========    ===========    ==========  ===========
    Capital expenditures                 $   150,000     $   71,000                               $   221,000
                                         ===========     ==========                               ===========
    Depreciation and amortization        $   231,000     $   97,000    $   37,000                 $   365,000
                                         ===========     ==========    ===========                ===========

<CAPTION>
Thirty-Nine Weeks Ended September 24, 2000 and September 26, 1999
-----------------------------------------------------------------
    <S>                                  <C>            <C>           <C>             <C>        <C>
                                                                                       General
    September 24, 2000                 Military/Rugged   Commercial    Eliminations   Corporate   Consolidated
    ---------------------------------  ---------------   ----------    ------------   ---------   ------------
    Net sales from external customers    $18,586,000     $9,494,000     $  (243,000)              $27,837,000
                                         ===========     ==========     ===========               ===========
    Segment operating income (loss)      $(1,078,000)    $  978,000     $  (110,000)              $  (210,000)
                                         ===========     ==========     ===========               ===========
    Identifiable assets                  $21,651,000     $5,922,000     $    43,000   $7,429,000  $35,045,000
                                         ===========     ==========     ===========   ==========  ===========
    Capital expenditures                 $    98,000     $   57,000                               $   155,000
                                         ===========     ==========                               ===========
    Depreciation and amortization        $   669,000     $  246,000     $   110,000               $ 1,025,000
                                         ===========     ==========     ===========               ===========

    <C>                                  <C>             <C>            <C>           <C>         <C>
    As Restated                                                                        General
    September 26, 1999                 Military/Rugged   Commercial    Eliminations   Corporate   Consolidated
    ---------------------------------  ---------------   -----------   ------------   ----------  ------------
    Net sales from external customers    $19,480,000     $10,853,000    $(2,563,000)              $27,770,000
                                         ===========     ===========    ===========               ===========
    Segment operating income (loss)      $(2,930,000)    $  (503,000)   $  (110,000)              $(3,543,000)
                                         ===========     ===========    ===========               ===========
    Identifiable assets                  $24,352,000     $ 7,981,000    $   190,000   $5,982,000  $38,505,000
                                         ===========     ===========    ===========   ==========  ===========
    Capital expenditures                 $   304,000     $   198,000                              $   502,000
                                         ===========     ===========                              ===========
    Depreciation and amortization        $   802,000     $   347,000    $  110,000                $ 1,259,000
                                         ===========     ===========    ===========               ===========
</TABLE>
<PAGE>

6.     Equity - In conjunction with its acquisition of 90% of the
outstanding shares of stock of PGI, the Company has also entered into a
Call Option Agreement with GUI whereby the Company grants GUI the
option and right to repurchase all and not less than all of the
acquired PGI shares. The Call Option may only be exercised for the
amount of the original purchase price of the shares during a thirty
(30) day period beginning April 1, 2001. Additionally, prior to the
purchase of PGI by the Company and subsequent to December 31, 1999, GUI
converted approximately $2,300,000 of debt from PGI into additional
equity in PGI.

<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 24, 2000, as  compared  to  the
thirteen weeks and thirty-nine weeks ended September 26, 1999.

RESULTS OF OPERATIONS
----------------------
Thirteen  weeks  ended  September 24, 2000 compared to  thirteen  weeks
ended September 26, 1999
-----------------------------------------------------------------------
      Net  sales for the thirteen weeks ended September 24, 2000 (third
quarter  of 2000) were $9,385,000        compared to net sales for  the
thirteen  weeks  ended September 26, 1999 (third quarter  of  1999)  of
11,220,000.   The  decrease  in  sales was  primarily  attributable  to
decreased  sales  to  the government of SPORT units  due  to  temporary
component  shortages from a vendor and lower PGI sales in the  thirteen
week period ended September 24, 2000 as compared to the same period  in
1999.

      The  gross  margin percentage for the third quarter of  2000  was
17.2%  compared to 18.7% for the same period in 1999.  The decrease  is
primarily  attributable  to  a  more favorable  product  mix  from  the
Company's  revenues offset by a decline in PGI profit margins  for  the
third quarter of 2000 as compared to the same period in 1999.

     Selling, general and administrative expenses for the third quarter
of  2000 decreased 19.8% from the third quarter of 1999, to $1,863,000.
These expenses as a percent of sales were 19.8% in the third quarter of
2000 compared to 20.7% for the similar period in 1999. The decrease  as
a  percent of sales is primarily attributable to continued emphasis  by
company management on reducing cost in these areas.

      Company  sponsored engineering, research and development expenses
for the third quarter of 2000 decreased 83.8% from the third quarter of
1999, to $90,000.  These expenses as a percent of sales were .9% in the
third  quarter of 2000 compared to 5.0% for the similar period in 1999.
The  decrease as a percent of sales is primarily attributable to timing
of certain engineering and development expenses.

      Interest  expense, net of interest income, was  $284,000  in  the
third  quarter of 2000 compared to $315,000 for the similar  period  in
1999.  The decrease reflects decreased debt compared to the prior year.

      Net  loss for the third quarter of 2000 was $619,000 compared  to
net  loss  of $1,092,000 in the third quarter of 1999.  The  basic  and
diluted  net  loss per share was $0.10 for the third  quarter  of  2000
compared to the basic and diluted net loss per share of $0.19  for  the
similar period in 1999 based on a weighted average of 5,871,523  shares
of the Company's common stock outstanding for the third quarter of 2000
and  1999.  The decrease in loss was primarily attributable to  a  more
favorable  product  mix  and  improved  product  margins  coupled  with
significantly  lower  selling, general and administrative  expense  and
engineering, research and development expense in the third  quarter  of
2000 compared to the third quarter of 1999.

Thirty-Nine  weeks  ended  September 24, 2000 compared  to  Thirty-Nine
weeks ended September 26, 1999
-----------------------------------------------------------------------
      Net sales for the thirty-nine weeks ended September 24, 2000 were
$27,837,000  compared  to  net sales for the  thirty-nine  weeks  ended
September   26,  1999  of  $27,770,000.  The  increase  in  sales   was
insignificant.

      The gross margin percent for the first three quarters of 2000 was
21.0%  compared to 16.2% for the same period in 1999.  The increase  in
gross  margin  percent was primarily attributable to a  more  favorable
product mix and continued improvement in product margins.

      Selling, general and administrative expenses for the first  three
quarters  of  2000  decreased 20.0% from the same period  in  1999,  to
$5,509,000.   These expenses as a percent of sales were  19.8%  in  the
first  three quarters of 2000 compared to 24.8% for the similar  period
in  1999.  The decrease as a percent of sales is primarily attributable
to  a year long emphasis by company management on reducing cost in  all
areas of the company.

      Company  sponsored engineering, research and development expenses
for  the  first  three quarters of 2000 decreased 53.5% from  the  same
period of 1999, to $542,000.  These expenses as a percent of sales were
1.9%  in  the  first three quarters of 2000 compared to  4.2%  for  the
similar period in 1999. The decrease as a percent of sales is primarily
attributable to a year long emphasis by company management on  reducing
cost in all areas of the company.
 .
      Interest  expense, net of interest income, was  $875,000  in  the
first  three  quarters  of 2000 compared to $946,000  for  the  similar
period  in 1999.  The decrease reflects decreased debt compared to  the
prior year.

      The  net loss for the first three quarters of 2000 was $1,085,000
compared  to  a net loss of $4,489,000 in the similar period  in  1999.
The  basic and diluted net loss per share was $0.18 for the first three
quarters  of  2000 as compared to the basic and diluted  net  loss  per
share  of  $0.76  for the similar period in 1999 based  on  a  weighted
average  of  5,871,523 shares of the Company's common stock outstanding
in  the  third  quarter of 2000 and 1999. The increase in earnings  was
primarily  attributable to continued improvements in  product  mix  and
decreased costs as compared to 1999.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
      Working  capital approximated $10,641,000 at September  24,  2000
compared  to  $11,188,000  at December 31, 1999.   Accounts  receivable
increased  approximately $1,575,000 as a result of increased  sales  in
September  of  2000.  Inventories  decreased  approximately  $1,360,000
primarily  as  a  result of continued improvements in  vendor  delivery
terms  and continued improvement in managing project dynamics. Accounts
payable increased approximately $377,000 partially reflecting purchases
of inventory that was  not  turned into sales by the end of the quarter.
Accrued  expenses  decreased  approximately  $539,000  primarily  as  a
result  of  the conversion from liability to capital of certain amounts
owed to GUI by PGI, a subsidiary of the Company and increases in amounts
of customer advance deposits  paid  to PGI by their customers.  Current
maturities  of  long-term  debt  increased   approximately   $1,049,000
reflecting increased maturing amounts in certain of  the Company's debt
instruments.

      The  Company's  $15,000,000 revolving credit agreement  with  its
primary  lender matured on May 31, 1999 and was converted into  a  term
loan  payable in twelve equal quarterly installments commencing  August
31,  1999.  As of November 7, 2000, the Company was in compliance  with
all  requirements  under the term loan. The Company  has  committed  to
continue its search for a lender to replace the existing term loan.  In
the  near  term  the  Company anticipates its cash  position  as  being
adequate  to  sustain the Company's ongoing financial  commitments  and
growth.   The  Company's  accounts  receivable,  contract  rights   and
inventories are pledged as collateral to the agreement.

      The credit agreement referenced above includes various provisions
requiring  the maintenance of certain financial ratios and  limitations
on  (i)  transactions with affiliates, (ii) other debt and  guarantees,
(iii) investments in, and advances to, other entities, and (iv) payment
of  dividends.  At  December 31, 1999, the Company was  in  default  of
certain  financial ratio requirements related to minimum net worth  and
cash flows measured annually and to total liabilities and tangible  net
worth measured quarterly. The Company obtained a letter dated March 28,
2000, from the primary lender waiving all violations as of December 31,
1999;  revising the ratio requirement for total liabilities to tangible
net worth for the measurement dates in 2000; and revising the principal
repayment requirements for 2000 to a total of $1,875,000.

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

      In  1998, the Company developed and began implementing a plan  to
review its overall Year 2000 exposure and other issues surrounding Year
2000  compliance.  The plan encompassed the Company's mission  critical
information  technology systems, its vendors,  its  customers  and  its
products.

      As  of  November 7, 2000, the Company has experienced no computer
related problems as a result of the Year 2000 issue in any of the areas
referred  to above. In addition, the Company is not currently aware  of
any  circumstances  that  would indicate a  likely  Year  2000  related
problem  in  the future. However, the Company will continue to  monitor
its Year 2000 compliance.

      The Company has spent less than $250,000 in conjunction with  its
Year  2000  remediation and no significant additional expenditures  are
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 5 - Other Information

      In  conjunction  with its acquisition of 90% of  the  outstanding
shares of stock of PGI, the Company has also entered into a Call Option
Agreement with GUI whereby the Company grants GUI the option and  right
to repurchase all and not less than all of the acquired PGI shares. The
Call  Option  may  only  be exercised for the amount  of  the  original
purchase  price of the shares during a thirty (30) day period beginning
April 1, 2001.

Item 6 - Exhibits and Reports on Form 8-K

       (a) Exhibits
           --------
           27.  Financial Data Schedule

       (b) Reports on Form 8-K
           -------------------
           No reports have been filed prior to the filing of this report
           on Form 10-Q.

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 $85,000.
<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)


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





Dated:  November 7, 2000