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 March 31, 2002                    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 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 May 7, 2002: 5,873,273 shares of Common Stock,
$.01 par value.

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

                                              March 31,    December 31,
ASSETS                                          2002          2001
CURRENT ASSETS:                             -----------    -----------
<S>                                         <C>            <C>
 Cash                                       $ 1,439,000    $ 1,120,000
 Accounts receivable                          4,485,000      7,188,000
Inventories                                  11,284,000     11,416,000
Deferred income taxes                         1,339,000      1,339,000
Other current assets                            340,000        389,000
                                            -----------    -----------
      Total current assets                   18,887,000     21,452,000
                                            -----------    -----------
PROPERTY AND EQUIPMENT - at cost:
Machinery and equipment                       7,759,000      7,588,000
Furniture and fixtures                        1,592,000      1,588,000
Land, building and improvements               6,396,000      6,702,000
                                            -----------    -----------
      Total property and equipment           15,747,000     15,878,000
  Less accumulated depreciation               9,962,000     10,058,000
                                            -----------    -----------
        Property and equipment - net          5,785,000      5,820,000
                                            -----------    -----------
DEFERRED INCOME TAXES                         2,825,000      2,825,000
OTHER ASSETS                                    488,000        497,000
                                            -----------    -----------
TOTAL                                       $27,985,000    $30,594,000
                                            ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable                           $ 4,325,000    $ 6,972,000
Accrued expenses                              2,169,000      2,783,000
Short-term debt                                 590,000        640,000
Current maturities of long-term debt          4,373,000      3,845,000
                                            -----------    -----------
      Total current liabilities              11,457,000     14,240,000
LONG-TERM DEBT                                5,658,000      6,650,000
OTHER LIABILITIES                             1,059,000      1,065,000
                                            -----------    -----------
     Total liabilities                       18,174,000     21,955,000
                                            -----------    -----------
CONTINGENCIES (Note 4)
STOCKHOLDERS' EQUITY:
Common stock - $.01 par value;
 20,000,000 shares authorized;                   68,000         68,000
 6,811,112 shares outstanding
Capital in excess of par value              24,519,000      24,519,000
Accumulated deficit                           (530,000)     (1,702,000)
                                            -----------    -----------
                                            24,057,000      22,885,000
Less treasury stock at cost                 14,246,000      14,246,000
                                            -----------    -----------
     Total stockholders' equity              9,811,000       8,639,000
                                            -----------    -----------
TOTAL                                      $27,985,000     $30,594,000
                                           ===========     ===========
</TABLE>
See Notes To Condensed Consolidated Financial Statements
<PAGE>
<TABLE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)

                                               Thirteen Weeks Ended
                                           ---------------------------
                                             March 31,       April 1,
                                                2002           2001
                                            -----------    -----------
<S>                                         <C>            <C>
NET SALES                                   $ 9,354,000    $ 9,993,000
                                            -----------    -----------
COSTS AND EXPENSES:
  Cost of sales                               6,579,000      8,378,000
  Selling, general and administrative         1,186,000      1,554,000
  Engineering, research and development         313,000        159,000
                                            -----------    -----------
   Total                                      8,078,000     10,091,000
                                            -----------    -----------
INCOME (LOSS) FROM OPERATIONS                 1,276,000        (98,000)
OTHER INCOME (EXPENSE):
  Interest expense                             (114,000)      (257,000)
  Interest income                                10,000         44,000
                                            -----------    -----------
   Total                                       (104,000)      (213,000)
                                            -----------    -----------
INCOME (LOSS) BEFORE INCOME TAXES             1,172,000       (311,000)
INCOME TAXES                                          -              -
                                            -----------    -----------
NET INCOME (LOSS)                           $ 1,172,000    $  (311,000)
                                            ===========    ===========
BASIC AND DILUTED
  NET INCOME (LOSS) PER SHARE               $       .20    $      (.05)
WEIGHTED AVERAGE NUMBER OF SHARES           ===========    ===========
  OUTSTANDING                                 5,871,523      5,871,523
                                            ===========    ===========
</TABLE>
See Notes To Condensed Consolidated Financial Statements

<PAGE>
<TABLE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
     FOR THE THIRTEEN WEEKS ENDED MARCH 31, 2002 AND APRIL 1, 2001
                              (unaudited)

                                                                 March 31,       April 1,
                                                                    2002           2001
OPERATING ACTIVITIES:                                           -----------    -----------
<S>                                                             <C>            <C>
Net income (loss)                                               $ 1,172,000    $  (311,000)
Adjustments to reconcile net income
(loss) to net cash provided by operating activities:
  Depreciation and amortization                                     223,000        274,000
  Provision for slow-moving and obsolete inventories                300,000        270,000
  Provision for doubtful accounts receivable                        303,000          3,000
  Gain on sale of fixed assets                                            -         (6,000)
  Change in operating assets and liabilities:
     Accounts receivable                                          2,400,000      1,207,000
     Inventories                                                   (168,000)    (1,947,000)
     Other current assets                                            50,000         56,000
     Other assets                                                     1,000              -
     Accounts payable and accrued expenses                       (3,267,000)       739,000
                                                                -----------    -----------
      Net cash provided by operating activities                   1,014,000        285,000
                                                                -----------    -----------
INVESTING ACTIVITIES:
  Purchase of property and equipment                               (181,000)       (41,000)
  Proceeds from sale of property and equipment                            -        156,000
                                                                -----------    -----------
      Net cash provided by (used in) investing activities          (181,000)       115,000
                                                                -----------    -----------
FINANCING ACTIVITIES:
  Payments of long-term debt                                       (514,000)      (680,000)
                                                                -----------    -----------
      Net cash used in financing activities                        (514,000)      (680,000)
                                                                -----------    -----------
NET INCREASE (DECREASE) IN CASH                                     319,000       (280,000)
CASH, BEGINNING OF PERIOD                                         1,120,000      2,711,000
                                                                -----------    -----------
CASH, END OF PERIOD                                             $ 1,439,000    $ 2,431,000
                                                                ===========    ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
   Cash payments made for:
    Income taxes                                                $    29,000    $         -
                                                                ===========    ===========
    Interest                                                    $    51,000    $   283,000
                                                                ===========    ===========
</TABLE>
See Notes To Condensed Consolidated Financial Statements

<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (unaudited)

1.     Financial  Statements  -  In  the  opinion  of  management,  the
accompanying  unaudited  condensed  consolidated  financial  statements
contain  all  adjustments  necessary (consisting  of  only  normal  and
recurring  accruals) to present fairly the financial  position  of  the
Company and its subsidiaries as of March 31, 2002 and December 31, 2001
and  the  results of operations and cash flows for the  thirteen  weeks
ended March 31, 2002 and April 1, 2001. All amounts presented have been
rounded to the nearest thousand.

The  results for the thirteen weeks ended March 31, 2002 and  April  1,
2001  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, 2001.

      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 - The Company recognizes impairment  losses  on
long-lived assets used in operations when indicators of impairment  are
present  and  the undiscounted cash flows estimated to be generated  by
those  assets  are  less than the assets' carrying  amounts.   In  such
cases, the Company would record an impairment loss to reduce long-lived
assets to their fair value.

      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.

     Net Income (Loss) Per Share - Basic and diluted earnings per share
are  computed by dividing the net income (loss) by the weighted average
common shares outstanding (basic EPS) or weighted average common shares
outstanding   assuming  dilution  (diluted   EPS).    Based   on   this
computation,  there  is  no difference between basic  and  diluted  net
income  (loss) per share.  Options that could potentially dilute  basic
net income per share in the future were not included in the computation
of diluted net income (loss) per share because to do so would have been
anti-dilutive.  Anti-dilutive options were 447,795 and 333,512 at March
31, 2002 and April 1, 2001, respectively.

     Recent Accounting Pronouncements - In August 2001, the FASB issued
SFAS  No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets,"  which is effective for fiscal years beginning after  December
15,  2001.  The Company adopted SFAS No. 144 effective January 1, 2002.
The adoption of SAS No. 144 had no impact on the Company's consolidated
financial statements.

       Reclassifications  -  Certain  prior  year  amounts  have   been
reclassified to conform to the 2002 presentation.

2.   Inventories - Net - Inventories consist of the following:
<TABLE>
                            March 31, 2002     December 31, 2001
                            --------------     -----------------
<S>                          <C>                  <C>
Purchased parts and
  Subassemblies              $ 8,083,000          $ 9,246,000
Work-in-process                3,201,000            2,170,000
                             -----------          -----------
Total                        $11,284,000          $11,416,000
                             ===========          ===========
</TABLE>

Inventories  include a reserve for slow-moving and  obsolete  items  of
$2,155,000  and  $2,480,000 at March 31, 2002 and  December  31,  2001,
respectively.

3.   Income Taxes -No income tax expense has been recognized related to
the income from operations for the thirteen weeks ended March 31, 2002
since the Company's income was offset by the utilization of its net
operating loss carry forward.  No income tax benefit has been
recognized related to the operating loss for the thirteen weeks ended
April 1, 2001 as the net operating loss carry forwards 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 allowances provided,
will be realized. The valuation allowances can be adjusted in future
periods as the probability of realization of the deferred tax assets
change.

4.   Contingencies:

     Litigation - 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 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 December
31, 2001, 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.  The Company's determination of
segment operating profit (loss) does not reflect other income (expense)
or income taxes.
<PAGE>
<TABLE>
Thirteen Weeks Ended March 31, 2002 and April 1, 2001
-----------------------------------------------------
                                                                                        General
    March 31, 2002                       Military/Rugged   Commercial   Eliminations   Corporate    Consolidated
    --------------                       ---------------   ----------   ------------   ---------    ------------
    <S>                                    <C>             <C>          <C>            <C>           <C>
    Net sales from external customers      $ 6,088,000     $3,266,000                                $ 9,354,000
                                           ===========     ==========                                ===========
    Segment operating profit (loss)        $   671,000     $  605,000                                $ 1,276,000
                                           ===========     ==========                                ===========
    Identifiable assets                    $14,271,000     $7,284,000                  $6,430,000    $27,985,000
                                           ===========     ==========                  ==========    ===========
    Capital expenditures                   $   114,000     $   67,000                                $   181,000
                                           ===========     ==========                                ===========
    Depreciation and amortization          $   219,000     $    4,000                                $   223,000
                                           ===========     ==========                                ===========


                                                                                        General
    April 1, 2001                        Military/Rugged   Commercial   Eliminations   Corporate    Consolidated
    --------------                       ---------------   ----------   ------------   ---------    ------------
    <S>                                    <C>             <C>          <C>            <C>           <C>
    Net sales from external customers      $ 7,264,000     $2,729,000                                $ 9,993,000
                                           ===========     ==========                                ===========
    Segment operating profit (loss)        $  (402,000)    $  311,000   $   (7,000)                  $   (98,000)
                                           ===========     ==========   ==========                   ===========
    Identifiable assets                    $18,808,000     $8,694,000                  $7,930,000    $35,432,000
                                           ===========     ==========                  ==========    ===========
    Capital expenditures                   $    29,000     $   12,000                                $    41,000
                                           ===========     ==========                                ===========
    Depreciation and amortization          $   266,000     $    1,000   $    7,000                   $   274,000
                                           ===========     ==========   ==========                   ===========

                                                                                        General
    December 31, 2001                    Military/Rugged   Commercial   Eliminations   Corporate    Consolidated
    --------------                       ---------------   ----------   ------------   ---------    ------------
    <S>                                    <C>             <C>          <C>            <C>           <C>
    Identifiable assets                    $17,330,000     $7,094,000   $    7,000     $6,163,000    $30,594,000
                                           ===========     ==========   ==========     ==========    ===========
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The  following  discussion includes certain forward looking  statements
which are affected by important factors including, but not limited  to,
actions of competitors, termination of contracts at the convenience  of
the United States government, customer funding variations in connection
with multi-year contracts and follow-on options that could cause actual
results to differ materially from forward looking statements.

"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 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 thirteen weeks  ended
March 31, 2002, as compared to thirteen weeks ended April 1, 2001.

RESULTS OF OPERATIONS
---------------------
Thirteen  weeks ended March 31, 2002 compared to thirteen  weeks  ended
April 1, 2001
-----------------------------------------------------------------------
      Net  sales  for  the thirteen weeks ended March 31,  2002  (first
quarter of 2002) were $9,354,000 compared to net sales for the thirteen
weeks  ended  April  1,  2001 (first quarter of  2001)  of  $9,993,000.
Military  sales decreased to $6,088,000 for the first quarter  of  2002
from  $7,264,000  in the first quarter of 2001 while  commercial  sales
increased to $3,266,000 from $2,729,000 in the first quarters  of  2002
and  2001,  respectively.  The reduction in military sales is primarily
attributable  to  a reduction in the number of SPORT units  shipped  as
that  contract  nears completion and the shutdown of PGI  manufacturing
operations  in  August,  2001.  The increase  in  commercial  sales  is
primarily  due to increased activity in airborne data servers  and  in-
flight workstations.

      The  gross  margin percentage for the first quarter of  2002  was
29.7% compared with 16.2% for the same period in 2001.  The increase is
primarily  attributable to a more favorable product mix with  increased
commercial  sales,  increased higher margin military peripherals  sales
and a reduction in costs due to the shut down of PGI in August, 2001.

     Selling, general and administrative expenses for the first quarter
of  2002 decreased 23.7% from the first quarter of 2001, to $1,186,000.
These expenses as a percent of sales were 12.7% in the first quarter of
2002 compared to 15.6% for the similar period in 2001.  The decrease as
a  percent  of sales was primarily due to the collection of an  account
receivable  that  had been previously reserved and continued  focus  on
cost controls.

      Company  sponsored engineering, research and development expenses
for the first quarter of 2002 increased 96.9% from the first quarter of
2001,  to $313,000.  These expenses as a percentage of sales were  3.3%
in the first quarter of 2002 compared to 1.6% for the similar period in
2001.  The increase as a percent of sales is primarily attributable  to
increased  levels  of both commercial and military product  development
coupled with a decrease in sales.

      Interest  expense  was  $114,000 in the  first  quarter  of  2002
compared  to  $257,000 for the similar period in  2001.   The  decrease
reflects  decreased debt and a reduction in interest rates compared  to
the prior year.

      Interest income was $10,000 in the first quarter of 2002 compared
to $44,000 for the similar period in 2001.  The decrease reflects lower
investment  balances  and lower interest rates compared  to  the  prior
year.

      Net income for the first quarter of 2002 is $1,172,000 with basic
and  diluted  net  income per share of $0.20.  First  quarter  of  2001
resulted in a loss of $311,000 with basic and diluted loss per share of
$0.05.  Both per share calculations are based on a weighted average  of
5,871,523 shares of the Company's common stock outstanding.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
     Working capital approximated $7,430,000 at March 31, 2002 compared
to  $7,212,000  at  December 31, 2001.  Accounts  receivable  decreased
approximately $2,703,000 as a result of a lower volume of sales in  the
first  quarter  of  2002 and increased collection  efforts.   Inventory
levels   remained   basically   flat.    Accounts   payable   decreased
approximately $2,647,000 reflecting the slow down in material purchases
associated  with  the  near completion of the SPORT  program.   Current
maturities of long-term debt increased by $528,000 reflecting increased
maturing amounts in certain of the Company's debt instruments.

      Capital  expenditures totaled $181,000 for the first  quarter  of
2002 compared to $41,000 in the first quarter of 2001.  The increase in
2002  over  2001 is due to purchases of tooling and test  equipment  in
relation  to the MSD five-year rugged laptop computer contract  awarded
to  Miltope  in  May of 2001 along with efforts to update  and  protect
Miltope's   information  systems  technological  infrastructure.    The
Company  expects capital expenditures for the full year 2002 to  exceed
2001  as the remaining tooling and set-up expenses for the MSD contract
are  procured.   Depreciation and amortization expense  for  the  first
quarter  of  2002 totaled $223,000 compared to $274,000 for  the  first
quarter  of  2001.   Depreciation  and  amortization  expense  for  the
remainder of 2002 is expected to be approximately $775,000.

      The  Company's  $15,000,000 revolving credit agreement  with  its
primary  lender matured on May 31, 1999 and was converted into  a  term
loan  payable in twelve equal quarterly installments commencing  August
1999.   The  payout of this term loan was extended by the bank  through
February 2004.  As of March 31, 2002 the Company was in compliance with
all requirements under the term loan.  The Company has been funding its
operations since 1999 without a revolving credit agreement and  expects
to  be  able  to do so in the near term; however, additional short-term
financing  will  be  obtained as needs arise.  The  Company's  accounts
receivable,  contract rights and inventories are pledged as  collateral
to the agreement.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------
      In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment  or  Disposal of Long-Lived Assets," which is effective  for
fiscal  years  beginning after December 15, 2001.  The Company  adopted
SFAS  No. 144 effective January 1, 2002.  The adoption of SAS  No.  144
had no impact on the Company's consolidated financial statements.

CRITICAL ACCOUNTING POLICIES
----------------------------
      Our  Annual  Report on Form 10-K for the year ended December  31,
2001  included  a  list  of accounting policies  that  we  believe  are
critical  to  the  portrayal of the Company's  financial  position  and
results of operations.
<PAGE>

PART II - OTHER INFORMATION
---------------------------
Item 1 - Legal Proceedings

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

Item 6 - Exhibits and Reports on Form 8-K

       (a) Exhibits
           --------
            None

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

Item 7a - Quantitative and Qualitative Disclosures About Market Risk

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

     The Company has a 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.  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.  An increase in interest rates of 1% would affect
the Company's variable debt obligations and could potentially reduce
future earnings by a maximum of approximately $50,000.



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


Dated:  May 15, 2002