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 30, 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 May 1, 2003: 5,884,909 shares of Common Stock,
$.01 par value.

<PAGE>
                    PART I - FINANCIAL INFORMATION
                  MILTOPE GROUP INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                              (unaudited)
<TABLE>
                                     March 30,     December 31,
ASSETS                                 2003           2002
<S>                                 <C>           <C>
CURRENT ASSETS:
 Cash                               $   155,000   $     589,000
 Accounts receivable, net             8,066,000       7,799,000
 Inventories                         12,010,000      11,527,000
 Deferred income taxes                1,516,000       1,816,000
 Other current assets                   365,000         371,000
                                    -----------   -------------
      Total current assets           22,112,000      22,102,000
                                    -----------   -------------
PROPERTY AND EQUIPMENT - at cost:
 Machinery and equipment              7,801,000       7,625,000
 Furniture and fixtures               1,520,000       1,526,000
 Land, building and improvements      6,093,000       6,246,000
                                    -----------   -------------
      Total property and equipment   15,414,000      15,397,000
 Less accumulated depreciation        9,667,000       9,659,000
                                    -----------   -------------
      Property and equipment -net     5,747,000       5,738,000
                                    -----------   -------------
DEFERRED INCOME TAXES                 5,126,000       5,126,000
OTHER ASSETS                            432,000         437,000
                                    -----------   -------------
TOTAL                               $33,417,000   $  33,403,000
                                    ===========   =============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
 Accounts payable                   $ 6,323,000   $   7,573,000
 Accrued expenses                     2,362,000       2,061,000
 Short-term debt                        490,000         515,000
 Current maturities of long-term debt 1,498,000       1,781,000
                                    -----------   -------------
      Total current liabilities      10,673,000      11,930,000
LONG-TERM DEBT                        7,982,000       7,216,000
OTHER LIABILITIES                       945,000         945,000
                                    -----------   -------------
     Total liabilities               19,600,000      20,091,000
                                    -----------   -------------
CONTINGENCIES (Note 4)
STOCKHOLDERS' EQUITY:
Common stock - $.01 par value;
  20,000,000 shares authorized;
  6,811,112 shares outstanding           68,000          68,000

Capital in excess of par value       24,519,000
                                                     24,519,000
Retained earnings                     3,363,000       2,858,000
                                    -----------   -------------
                                     27,950,000      27,445,000
Less treasury stock at cost          14,133,000      14,133,000
                                    -----------   -------------
     Total stockholders' equity      13,817,000      13,312,000
                                    -----------   -------------
TOTAL                               $33,417,000   $  33,403,000
                                    ===========   =============

</TABLE>
See Notes to Condensed Consolidated Financial Statements
<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)
<TABLE>
                                            Thirteen Weeks Ended
                                            ----------------------
                                            March 30,   March 31,
                                              2003         2002
                                          ------------  -----------
<S>                                       <C>           <C>
NET SALES                                 $ 15,811,000  $ 9,354,000
                                          ------------  -----------
COSTS AND EXPENSES:
  Cost of sales                             12,677,000    6,579,000

    Selling, general and administrative      2,105,000    1,186,000

  Engineering, research and development        108,000      313,000
                                          ------------  -----------
   Total                                    14,890,000    8,078,000
                                          ------------  -----------
INCOME FROM OPERATIONS                         921,000    1,276,000
OTHER INCOME (EXPENSE):
 Interest expense                             (116,000)    (114,000)

  Interest income                                    -       10,000
                                          ------------  -----------
        Total                                 (116,000)    (104,000)
                                          ------------  -----------
INCOME BEFORE INCOME TAXES                     805,000    1,172,000
INCOME TAXES                                   300,000            -
                                          ------------  -----------
NET INCOME                                $    505,000  $ 1,172,000
                                          ============  ===========
NET INCOME PER SHARE
  BASIC                                   $       0.09  $      0.20
                                          ============  ===========
  DILUTED                                 $       0.08  $      0.20
                                          ============  ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING:
  BASIC                                      5,879,179    5,871,523
                                          ============  ===========
  DILUTED                                    6,102,766    5,871,523
                                          ============  ===========
</TABLE>


See Notes To Condensed Consolidated Financial Statements




<PAGE>
                  MILTOPE GROUP INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE THIRTEEN WEEKS ENDED MARCH 30, 2003 AND MARCH 31, 2002
                              (unaudited)
<TABLE>

                                                                 March 30,    March 31,
                                                                    2003         2002
                                                                ----------   -----------
<S>                                                             <C>          <C>
OPERATING ACTIVITIES:
Net income                                                      $  505,000   $ 1,172,000
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
  Depreciation and amortization                                    226,000       223,000

  Provision for slow-moving and obsolete inventories               150,000       300,000

  Provision for doubtful accounts  receivable                        8,000       303,000

  Deferred income taxes                                            300,000             -

  Change in operating assets and liabilities:
        Accounts receivable                                       (275,000)    2,400,000
        Inventories                                               (633,000)     (168,000)
        Other current assets                                         6,000        50,000
        Other assets                                                (2,000)        1,000
        Accounts payable and accrued expenses                     (949,000)   (3,267,000)
                                                                ----------   -----------
          Net cash provided by (used in) operating activities     (664,000)    1,014,000
                                                                ----------   -----------
INVESTING ACTIVITIES:
  Purchase of property and equipment                              (228,000)     (181,000)
                                                                ----------   -----------
      Net cash used in investing activities                       (228,000)     (181,000)
                                                                ----------   -----------
FINANCING ACTIVITIES:
  Proceeds from line of credit                                   5,519,000             -
  Payments of long-term debt                                    (5,061,000)     (514,000)
                                                                ----------   -----------
      Net cash provided by (used in) financing activities          458,000      (514,000)
                                                                ----------   -----------
NET INCREASE (DECREASE) IN CASH                                   (434,000)      319,000

CASH, BEGINNING OF PERIOD                                          589,000     1,120,000
                                                                ----------   -----------
CASH, END OF PERIOD                                                155,000     1,439,000
                                                                ==========   ===========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW
INFORMATION:
   Cash payments made for:
    Income taxes                                                $   83,000   $   29,000
                                                                ==========   ===========
    Interest                                                    $   66,000   $   51,000
                                                                ==========   ===========
</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 30, 2003 and December 31, 2002
and  the  results of operations and cash flows for the  thirteen  weeks
ended  March  30, 2003 and March 31, 2002.  All amounts presented  have
been rounded to the nearest thousand.

The  results for the thirteen weeks ended March 30, 2003 and March  31,
2002  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 SFAS 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, the Company reviews
its long-lived assets and identifiable intangibles, excluding goodwill,
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 March 30, 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.  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:

<PAGE>
<TABLE>
                                         March 30,    March 31,
                                           2003         2002
                                        ----------   -----------
<S>                                     <C>          <C>
Net income (loss), as reported:         $  505,000   $ 1,172,000
Deduct:  Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects                 (25,000)      (19,000)
                                        ----------   -----------
Pro forma net income                    $  480,000     1,153,000
                                        ==========   ===========
Basic net income (loss) per share:
 As reported                            $     0.09        $ 0.20
 Pro forma                              $     0.08        $ 0.20

Diluted net income (loss) per share:
 As reported                            $     0.08         $0.20
 Pro forma                              $     0.08         $0.20

</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>


                              March 30,     March 31,
                               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>

      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 weeks ending March 30, 2003, as detailed below:

<TABLE>
                                      Thirteen Weeks Ended
                                      ----------------------
                                      March 30,    March 31,
                                        2003         2002
                                      ---------   ----------
<S>                                   <C>         <C>
Weighted average common
 shares outstanding - basic           5,879,179    5,871,523

Dilutive effect of  stock options       223,587            -
                                      ---------   ----------
Weighted average  common
 shares outstanding - diluted         6,102,766    5,871,523
                                      =========    =========
</TABLE>
<PAGE>


     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  weeks
ended  March  30,  2003  and March 31, 2002 were  31,393  and  447,795,
respectively.


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

<TABLE>
                            March 30,       December 31,
                               2003            2002
                           -----------      ------------
<S>                        <C>              <C>
Purchased parts and
  Subassemblies            $ 9,382,000      $ 8,578,000

Work-in-process              2,628,000        2,949,000
                           -----------      -----------
Total                      $12,010,000      $11,527,000
                           ===========      ===========
</TABLE>

Inventories  include a reserve for slow-moving and  obsolete  items  of
$1,055,000  and  $1,971,000 at March 30, 2003 and  December  31,  2002,
respectively.

3.   Income Taxes - The Company recognized tax expense at the estimated
effective  statutory rate for the thirteen week period ended March  30,
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 has been  recorded
for  the thirteen weeks ended March 31, 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.

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 March 30,
2003,  the  Company  believes  that  any additional costs evolving from
these negotiations w ould not be material to the consolidated financial
statements.

<PAGE>


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.

Thirteen Weeks Ended March 30, 2003 and March 31, 2002

<TABLE>

                                                                                    General
March 30, 2003                          Military/Rugged  Commercial  Eliminaions   Corporate   Consolidated
---------------------------------       ---------------  ----------  -----------   ----------  ------------
<S>                                     <C>              <C>         <C>           C>          <C>
Net sales from external customers        $ 13,905,000    $1,906,000                            $15,811,000

Segment operating income                 $    531,000    $  390,000                            $   921,000

Other income (expense)                   $          -    $        -  $         -  $ (116,000)  $  (116,000)

Income (loss)before income taxes         $    531,000    $  390,000  $         -  $ (116,000)  $   805,000


Identifiable assets                      $ 20,219,000    $5,604,000               $7,594,000   $33,417,000

Capital expenditures                     $    200,000    $   28,000                            $   228,000

Depreciation and amortization            $    214,000    $   12,000                            $   226,000


                                                                                    General
March 31, 2002                          Military/Rugged  Commercial  Eliminaions   Corporate   Consolidated
---------------------------------       ---------------  ----------  -----------   ----------  ------------

Net sales from external customers        $  6,088,000    $3,266,000                            $ 9,354,000

Segment operating income                 $    671,000    $  605,000                            $ 1,276,000

Other income (expense)                   $          -    $        -  $         -   $ (104,000) $(  104,000)

Income (loss) before income taxes        $    671,000    $  605,000  $         -   $ (104,000) $ 1,172,000

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
December 31, 2002                       Military/Rugged  Commercial  Eliminaions   Corporate   Consolidated
---------------------------------       ---------------  ----------  -----------   ----------  ------------
Identifiable assets                      $ 20,240,000    $4,824,000  $         -   $8,339,000  $33,403,000


</TABLE>




<PAGE>
Item 2.  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  such
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 the thirteen  weeks
ended March 30, 2003, as compared to the thirteen weeks ended March 31,
2002.


RESULTS OF OPERATIONS

Thirteen  weeks ended March 30, 2003 compared to thirteen  weeks  ended
March 31, 2002

      Net  sales  for  the thirteen weeks ended March 30,  2003  (first
quarter  of  2003)  were $15,811,000 compared  to  net  sales  for  the
thirteen  weeks  ended  March  31, 2002  (first  quarter  of  2002)  of
$9,354,000.  Military sales increased in the first quarter of  2003  to
$13,905,000  as  compared to $6,088,000 in the first quarter  of  2002.
Commercial  sales decreased in the first quarter of 2003 to  $1,906,000
from  $3,266,000 in the first quarter of 2002.  The 128.4% increase  in
military  sales year to year was primarily the result of $9,571,000  in
revenue attributable to the full ramped up production level of the TSC-
750  under  the  Maintenance Support Device ("MSD") contract  partially
offset  by the loss of $4,768,000 in revenue attributable to the  SPORT
program,  a  five-year hand-held computer contract  completed  in  June
2002.   The 41.6% 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 quarter of  2003  was
19.8% compared to 29.7% 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 quarter
of  2003 increased 77.5% from the first quarter of 2002, to $2,105,000.
These expenses as a percent of sales were 13.3% in the first quarter of
2003 compared to 12.7% for the similar period in 2002.  The increase as
a  percent  of  sales  is  primarily attributable  to  increased  legal
expenses  in  the  first  quarter of 2003  related  to  the  litigation
described in Note 4.

      Company funded engineering, research and development expenses for
the  first quarter of 2003 decreased to $108,000 from $313,000  in  the
first quarter of 2002.  These expenses as a percent of sales were  0.7%
in  the  first  quarter  of 2003 and 3.3% 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.

      Interest  expense  was  $116,000 in the  first  quarter  of  2003
compared to $114,000 for the similar period in 2002.  This increase  is
a  result  of  a higher variable cost of debt under the  terms  of  the
Company's  new  credit agreement entered into in January  2003  and  an
increased  level  of  debt due to working capital requirements  in  the
first quarter of 2003.

      The  Company had no interest income in the first quarter of  2003
compared to $10,000 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  March  30,  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 has been recorded for  the
thirteen  weeks  ended  March 31, 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 quarter  of  2003  was
$505,000  compared to net income of $1,172,000 in the first quarter  of
2002.   The basic net income per share was $0.09 for the first  quarter
of  2003 based on the weighted average of 5,879,179 shares outstanding.
The  diluted net income per share was $0.08 based on a diluted weighted
average  of  6,102,766 shares outstanding.  The basic and  diluted  net
income  per share was $0.20 for the similar period in 2002 based  on  a
weighted  average  of  5,871,523 shares of the Company's  common  stock
outstanding.

LIQUIDITY AND CAPITAL RESOURCES

      Working  capital  was $11,439,000 at March 31, 2003  compared  to
$10,172,000  at  December  31,  2002.   Accounts  receivable  increased
$267,000  as a result of increased sales in March of 2003 versus  sales
in  December of 2002.  Inventory levels increased $483,000 compared  to
December  31,  2002  balances  as the Company  prepared  for  increased
production  demands  in  the  2nd quarter of  2003.   Accounts  payable
decreased  $1,250,000  as  the  Company  utilizes  its  increased  cash
availability to improve payment terms.  Current maturities of long-term
debt decreased $283,000 reflecting the current status on certain of the
Company's debt instruments.

      Capital expenditures totaled $228,000 for the first three  months
of  2003  compared to $181,000 in the first three months of 2002.   The
increase  in  2003  over  2002  is due to  continued  upgrades  in  the
technological  infrastructure  of  the  Company.  The  Company  expects
capital  expenditures  for  the  full year  2003  to  be  approximately
$450,000.   Depreciation and amortization expense for the  first  three
months  of  2003 totaled $226,000 compared to $223,000  for  the  first
three  months of 2002.  Depreciation and amortization expense  for  the
remainder of 2003 is expected to be approximately $650,000.

    In January of 2003, the Company entered into a  new creditagreement
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.



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
reports 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, and goodwill and certain
intangible assets  in accordance with Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets.  The financial
statements  referred  to  above  reflect  all  adjustments  required by
Statements 144 and 142 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  earnings  by  a  maximum  of approximately
$50,000 per year.


Item 4.  Controls and Procedures

           Evaluation of Disclosure Controls and Procedures
           ------------------------------------------------
     The  Company's  President/Chief Executive Officer and  it's  Chief
Financial  Officer have reviewed the Company's disclosure controls  and
procedures (as defined in Exchange Act Rules 13a-14 ( c) and  15d-14  (
c)),  within 90 days of the filing of this report, and have  determined
such  disclosure  controls and procedures to be effective  in  alerting
them  to  material  information relating to the  Company  that  may  be
required to be included in the Company's periodic filings.

                      Change in Internal Controls
                      ---------------------------
     Since  the  date  of  the review, there have been  no  significant
changes  in  the Company's internal controls or in other  factors  that
could significantly affect these controls.

<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
           --------
          99.1 Certification of Principal Financial Officer
          99.2 Certification of Principal Executive Officer

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




<PAGE>




                           SIGNATURES



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



                                   MILTOPE GROUP INC.




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


Dated:  May 14, 2003