<PAGE>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                  For the quarterly period ended March 31, 2004
                                       or

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

            Commission file number: 33-29035

                             K & F Industries, Inc.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            Delaware                                 34-1614845
--------------------------------------------------------------------------------
 (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)

    600 Third Avenue, New York, New York                      10016
--------------------------------------------------------------------------------
  (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code (212) 297-0900

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 Exchange Act). Yes [ ] No [X]

As of April 30, 2004, there were 740,398 shares of common stock outstanding.

<PAGE>

                     K & F INDUSTRIES, INC. AND SUBSIDIARIES

                                    FORM 10-Q

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

                                      INDEX

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Part I. Consolidated Financial Information

  Item 1.   Consolidated Financial Statements (Unaudited)

            a)    Consolidated Balance Sheets
                  as of March 31, 2004 and December 31, 2003                  3

            b)    Consolidated Statements of Operations
                  for the three months ended March 31, 2004
                  and 2003                                                    4

            c)    Consolidated Statements of Cash Flows
                  for the three months ended March 31, 2004
                  and 2003                                                    5

            d)    Notes to Consolidated Financial Statements                  6

  Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                              10

  Item 3.   Quantitative and Qualitative Disclosures About
            Market Risk                                                      13

  Item 4.   Controls and Procedures                                          14

Part II. Other Information

  Item 6.   Exhibits and Reports on Form 8-K                                 15

Signatures                                                                   16
</TABLE>

<PAGE>

                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                     K & F INDUSTRIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                               March 31,        December 31,
                                                                  2004              2003
                                                            --------------     --------------
<S>                                                         <C>                <C>
ASSETS:
Current Assets:
  Cash and cash equivalents                                 $   44,547,000     $   24,464,000
  Accounts receivable, net                                      39,777,000         41,595,000
  Inventory                                                     50,645,000         50,087,000
  Other current assets                                           1,435,000          1,527,000
  Income taxes receivable                                               --            851,000
                                                            --------------     --------------
Total current assets                                           136,404,000        118,524,000
                                                            --------------     --------------

Property, plant and equipment                                  173,980,000        173,328,000
  Less, accumulated depreciation and amortization              111,483,000        109,748,000
                                                            --------------     --------------
                                                                62,497,000         63,580,000
                                                            --------------     --------------

Deferred charges, net of amortization                           57,466,000         54,232,000
Intangible assets, net of amortization                          15,931,000         16,238,000
Goodwill                                                       167,011,000        167,011,000
                                                            --------------     --------------
                                                            $  439,309,000     $  419,585,000
                                                            ==============     ==============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current Liabilities:
  Accounts payable, trade                                   $   12,869,000     $   15,029,000
  Interest payable                                              13,166,000          3,797,000
  Other current liabilities                                     49,785,000         49,621,000
                                                            --------------     --------------
Total current liabilities                                       75,820,000         68,447,000
                                                            --------------     --------------

Pension liabilities                                             26,885,000         26,885,000
Deferred income taxes                                           20,321,000         19,373,000
Postretirement benefit obligation other
  than pensions                                                 85,125,000         84,468,000
Other long-term liabilities                                     14,447,000         12,383,000
9 1/4% senior subordinated notes due 2007                      145,000,000        145,000,000
9 5/8% senior subordinated notes due 2010                      250,000,000        250,000,000

Stockholders' Deficiency:
  Common stock, $.01 par value - authorized,
   1,000,000 shares; issued and
    outstanding, 740,398 shares                                      7,000              7,000
  Additional paid-in capital                                  (263,259,000)      (263,259,000)
  Retained earnings                                            112,628,000        104,039,000
  Accumulated other comprehensive loss                         (27,665,000)       (27,758,000)
                                                            --------------     --------------
Total stockholders' deficiency                                (178,289,000)      (186,971,000)
                                                            --------------     --------------
                                                            $  439,309,000     $  419,585,000
                                                            ==============     ==============
</TABLE>

                 See notes to consolidated financial statements.

                                       3
<PAGE>

                     K & F INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                            ---------------------------------
                                                               March 31,          March 31,
                                                                 2004               2003
                                                            --------------     --------------
<S>                                                         <C>                <C>
Sales                                                       $   83,149,000     $   82,075,000

Costs and expenses                                              59,302,000         59,888,000

Amortization                                                     1,146,000          1,040,000
                                                            --------------     --------------
Operating income                                                22,701,000         21,147,000

Interest and investment income                                     101,000             85,000

Interest expense                                                (9,863,000)       (11,083,000)
                                                            --------------     --------------
Income before income taxes                                      12,939,000         10,149,000

Income tax provision                                            (4,350,000)        (2,733,000)
                                                            --------------     --------------
Net income                                                  $    8,589,000     $    7,416,000
                                                            ==============     ==============
</TABLE>

                 See notes to consolidated financial statements.

                                       4
<PAGE>

                     K & F INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                            ---------------------------------
                                                               March 31,          March 31,
                                                                 2004               2003
                                                            --------------     --------------
<S>                                                         <C>                <C>
Cash flows from operating activities:
 Net income                                                 $    8,589,000     $    7,416,000
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation and amortization                                 2,876,000          3,010,000
   Non-cash interest expense - amortization
    of deferred financing charges                                  459,000            535,000
   Non-cash interest income - change in fair
     market value of interest rate swap                                 --           (732,000)
   Deferred income taxes                                           948,000          2,732,000
   Changes in assets and liabilities:
    Accounts receivable, net                                     1,873,000          1,664,000
    Inventory                                                     (520,000)        (3,849,000)
    Other current assets                                           943,000             97,000
    Accounts payable, interest payable and
     other current liabilities                                   7,373,000         (1,594,000)
    Postretirement benefit obligation other
     than pensions                                                 657,000            775,000
    Other long-term liabilities                                  2,064,000          1,979,000
                                                            --------------     --------------
 Net cash provided by operating activities                      25,262,000         12,033,000
                                                            --------------     --------------

Cash flows from investing activities:
 Capital expenditures                                             (647,000)          (286,000)
 Deferred charges                                               (4,532,000)                --
                                                            --------------     --------------
 Net cash used in investing activities                          (5,179,000)          (286,000)
                                                            --------------     --------------

 Net increase in cash and cash equivalents                      20,083,000         11,747,000
Cash and cash equivalents, beginning of
 period                                                         24,464,000         22,735,000
                                                            --------------     --------------

Cash and cash equivalents, end of period                    $   44,547,000     $   34,482,000
                                                            ==============     ==============

Supplemental cash flow information:
 Interest paid during period                                $       35,000     $      986,000
                                                            ==============     ==============

 Income taxes paid during the period                        $      334,000     $        1,000
                                                            ==============     ==============
</TABLE>

                 See notes to consolidated financial statements.

                                       5
<PAGE>

                     K & F INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    The accompanying unaudited consolidated financial statements have been
      prepared by K & F Industries, Inc. and Subsidiaries (the "Company")
      pursuant to the rules of the Securities and Exchange Commission ("SEC")
      and, in the opinion of the Company, include all adjustments (consisting of
      normal recurring accruals) necessary for a fair presentation of financial
      position, results of operations and cash flows. Certain information and
      footnote disclosures normally included in financial statements prepared in
      accordance with generally accepted accounting principles have been
      condensed or omitted pursuant to such SEC rules. The Company believes that
      the disclosures made are adequate to make the information presented not
      misleading. The consolidated statement of operations for the three months
      ended March 31, 2004 is not necessarily indicative of the results to be
      expected for the full year. It is suggested that these financial
      statements be read in conjunction with the audited financial statements
      and notes thereto included in the Company's December 31, 2003 Annual
      Report on Form 10-K.

2.    Accounting Pronouncements

      On December 8, 2003, the President signed the Medicare Prescription Drug,
      Improvement and Modernization Act of 2003 (the "Act"). The Act introduces
      a Federal subsidy to sponsors of retiree health care benefit plans that
      provide a benefit that is at least actuarially equivalent to Medicare Part
      D. In January 2004, the Financial Accounting Standards Board (the "FASB")
      issued Staff Position No. 106-1, "Accounting and Disclosure Requirements
      Related to the Medicare Prescription Drug Improvement and Modernization
      Acts of 2003," which permits a sponsor of a postretirement health care
      plan that provides drug benefits to make a one-time election to defer
      accounting for the effects of the Act. In accordance with FASB Staff
      Position No. 106-1, the Company is electing to defer recognition of any
      potential savings on the measure of the accumulated postretirement benefit
      obligation or net periodic benefit cost as a result of the Act until
      specific authoritative guidance on the accounting of the Federal subsidy
      is issued.

                                       6
<PAGE>

                     K & F INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

3.    Receivables are summarized as follows:

<TABLE>
<CAPTION>
                                                               March 31,        December 31,
                                                                 2004               2003
                                                            --------------     --------------
<S>                                                         <C>               <C>
Accounts receivable, principally
  from commercial customers                                $   35,557,000     $   35,306,000

Accounts receivable, on U. S
   Government and other long-term contracts                     5,464,000          7,505,000

Allowances                                                     (1,244,000)        (1,216,000)
                                                           --------------     --------------

                                                           $   39,777,000     $   41,595,000
                                                           ==============     ==============
</TABLE>

4.    Inventory consists of the following:

<TABLE>
<CAPTION>
                                                               March 31,        December 31,
                                                                 2004               2003
                                                            --------------     --------------
<S>                                                         <C>                <C>

Raw materials and work-in-process                           $   24,401,000     $   22,324,000

Finished goods                                                  13,827,000         15,839,000

Inventoried costs related to U.S.
  Government and other long-term contracts                      12,417,000         11,924,000
                                                            --------------     --------------

                                                            $   50,645,000     $   50,087,000
                                                            ==============     ==============
</TABLE>

      The Company customarily sells original wheel and brake equipment below
      cost as an investment in a new airframe which is expected to be recovered
      through the subsequent sale of replacement parts. These commercial
      investments (losses) are recognized when original equipment is shipped.
      Losses on U.S. Government contracts are immediately recognized in full
      when determinable.

      Inventory is stated at average cost, not in excess of net realizable
      value. In accordance with industry practice, inventoried costs may contain
      amounts relating to contracts with long production cycles, a portion of
      which will not be realized within one year. Reserves for slow moving and
      obsolete inventories are provided based on current assessments about
      future product demand and production requirements for the next twelve
      months. The Company evaluates the adequacy of these reserves quarterly.

                                       7
<PAGE>

                     K & F INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

5.    Other current liabilities consist of the following:

<TABLE>
<CAPTION>
                                                               March 31,        December 31,
                                                                 2004               2003
                                                            --------------     --------------
<S>                                                         <C>                <C>
Accrued payroll costs                                       $   12,966,000     $   14,451,000
Accrued income taxes                                             1,926,000                 --
Accrued property taxes and other taxes                           3,222,000          2,711,000
Accrued costs on long-term contracts                             3,985,000          5,061,000
Accrued warranty costs                                          14,950,000         13,261,000
Customer credits                                                 5,023,000          5,918,000
Postretirement benefit obligation other
  than pensions                                                  3,000,000          3,000,000
Other                                                            4,713,000          5,219,000
                                                            --------------     --------------
                                                            $   49,785,000     $   49,621,000
                                                            ==============     ==============
</TABLE>

6.    Income Taxes

      The Company's effective tax rate of 33.6% for the three months ended March
      31, 2004 differs from the statutory rate of 35% due to tax benefits
      derived from export sales. The Company's effective tax rate of 26.9% for
      the three months ended March 31, 2003 differs from the statutory rate of
      35% due to tax benefits derived from export sales and reversal of prior
      years tax reserves no longer needed.

7.    Contingencies

      There are various lawsuits and claims pending against the Company
      incidental to its business. Although the ultimate resolution of such suits
      cannot be predicted with certainty, in the opinion of the Company's
      management, the ultimate settlement, if any, will not have a material
      adverse effect on the Company's consolidated financial statements.

                                       8
<PAGE>

                     K & F INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

8.    Comprehensive Income

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                            ---------------------------------
                                                               March 31,          March 31,
                                                                 2004               2003
                                                            --------------     --------------
<S>                                                         <C>                <C>
Net income                                                  $    8,589,000     $    7,416,000

Other comprehensive income:

    Cumulative translation adjustments                              93,000             72,000

    Amortization of transition adjustment
      included in interest expense                                      --             46,000
                                                            --------------     --------------

Comprehensive income                                        $    8,682,000     $    7,534,000
                                                            ==============     ==============
</TABLE>

9.    Segments

      The following represents financial information about the Company's
      segments:

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                            ---------------------------------
                                                               March 31,          March 31,
                                                                 2004               2003
                                                            --------------     --------------
<S>                                                         <C>                <C>
Sales:
   Aircraft Braking Systems                                 $   68,877,000     $   71,158,000
   Engineered Fabrics                                           14,272,000         10,917,000
                                                            --------------     --------------
                                                            $   83,149,000     $   82,075,000
                                                            ==============     ==============

Operating Profit:
   Aircraft Braking Systems                                 $   20,498,000     $   20,476,000
   Engineered Fabrics                                            2,203,000            671,000
                                                            --------------     --------------
      Operating income                                          22,701,000         21,147,000
   Interest expense, net                                        (9,762,000)       (10,998,000)
                                                            --------------     --------------
      Income before income taxes                            $   12,939,000     $   10,149,000
                                                            ==============     ==============
</TABLE>

<TABLE>
<CAPTION>
                                                               March 31,          March 31,
                                                                 2004               2003
                                                            --------------     --------------
<S>                                                         <C>                <C>
Total Assets:
   Aircraft Braking Systems                                 $  363,683,000     $  348,609,000
   Engineered Fabrics                                           66,507,000         60,593,000
   Deferred financing costs not
      allocated to segments                                      7,709,000          8,168,000
   Corporate assets                                              1,410,000          1,364,000
   Income taxes receivable
      not allocated to segments                                         --            851,000
                                                            --------------     --------------
                                                            $  439,309,000     $  419,585,000
                                                            ==============     ==============
</TABLE>

                                       9
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

General

We are a supplier to manufacturers and operators of commercial, general aviation
and military aircraft. Since 2001, the commercial and general aviation segments
of the industry we serve, and our financial results, have been adversely
affected by the sluggish economy and the events of September 11, 2001. We
believe, however, that conditions have improved throughout the industry and that
prospects for us are good in each of the commercial, general aviation and
military market sectors. The growing number of regional jets in service should
lead to increased business for us, as will new opportunities for original
equipment and spare part sales in what has been a stagnant general aviation
marketplace. We expect military spending for new aircraft and spare parts to
continue at high levels.

On April 22, 2004, a three-year collective bargaining agreement was ratified at
Engineered Fabrics. This labor agreement will expire in February 2007.

Critical Accounting Policies and Estimates

This section is based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
our management to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our
estimates, including those related to bad debts, inventories, intangible assets,
income taxes, warranty obligations, workers compensation liabilities, pension
and other postretirement benefits, and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates. We believe the following critical accounting policies affect
our more significant judgments and estimates used in the preparation of the
consolidated financial statements.

Inventory. Inventory is stated at average cost, not in excess of net realizable
value. In accordance with industry practice, inventoried costs may contain
amounts related to contracts with long production cycles, a portion of which
will not be realized within one year. Reserves for slow moving and obsolete
inventories are provided based on current assessments about future product
demand and production requirements for the next twelve months. These factors are
impacted by market conditions, technology changes, and changes in strategic
direction, and require estimates and management judgment that may include
elements that are uncertain. We evaluate the adequacy of these reserves
quarterly.

Although we strive to achieve a balance between market demands and risk of
inventory excess or obsolescence, it is possible that, should conditions change,
additional reserves may be needed. Any changes in reserves will impact operating
income during a given period. This policy is consistently applied to each of our
operating segments and we do not anticipate any changes to our policy in the
near term.

                                       10
<PAGE>

Evaluation of Long-Lived Assets. Long-lived assets are assessed for
recoverability on an ongoing basis in accordance with SFAS No. 144. In
evaluating the value and future benefits of long-lived assets, their carrying
value is compared to management's estimate of the anticipated undiscounted
future net cash flows of the related long-lived asset. Any necessary impairment
charges would be recorded when we do not believe the carrying value of the
long-lived asset will be recoverable.

Warranty. Estimated costs of warranty are accrued when individual claims arise
with respect to a product or performance. When we become aware of those types of
defects, the estimated costs of all potential warranty claims arising from those
types of defects are fully accrued.

Pension and Other Postretirement Benefits. We have significant pension and
postretirement benefit costs and liabilities. The determination of our
obligation and expense for pension and other postretirement benefits is
dependent on our selection of certain assumptions used by actuaries in
calculating those amounts. Assumptions are made about interest rates, expected
investment return on plan assets, rate of increase in health care costs, total
and involuntary turnover rates, and rates of future compensation increases. In
addition, our actuarial consultants use subjective factors such as withdrawal
rates and mortality rates to develop our valuations. We generally review and
update these assumptions at the beginning of each fiscal year. We are required
to consider current market conditions, including changes in interest rates, in
making these assumptions. The actuarial assumptions that we may use may differ
materially from actual results due to changing market and economic conditions,
higher or lower withdrawal rates or longer or shorter life spans of
participants. These differences may result in a significant impact on the amount
of pension and postretirement benefits expense we have recorded or may record.

The discount rate enables us to state expected future cash flows at a present
value on the measurement date. The rate represents the market rate of
high-quality fixed income investments. A lower discount rate increases the
present value of benefit obligations and increases pension expense. We used a 6
3/4% discount rate in 2003 and are using a 6 1/4% discount rate for 2004 to
reflect market interest rate conditions.

To determine the expected long-term rate of return on pension plan assets, we
consider the current and expected asset allocations, as well as historical and
expected returns on various categories of plan assets. We assumed that the
long-term return on our pension plan assets was 9.0% in 2003 and will remain at
9.0% for 2004 to reflect market interest rate conditions.

The annual postretirement expense was calculated using a number of actuarial
assumptions, including a health care cost trend rate and a discount rate. Our
discount rate assumption for postretirement benefits is consistent with that
used in the calculation of pension benefits. The healthcare cost trend rate
being used to calculate the calendar year 2004 postretirement expense is 10.0%
in 2004 trending down to 4.5% for 2010.

Comparison of Results of Operations for the Three Months Ended March 31, 2004
and March 31, 2003

Our sales for the three months ended March 31, 2004 totaled $83,149,000,
reflecting an increase of $1,074,000, compared with $82,075,000 for the same
period in the prior year. This increase was due to higher sales at

                                       11
<PAGE>

Engineered Fabrics of $3,355,000, partially offset by lower sales at Aircraft
Braking Systems of $2,281,000.

Sales at Engineered Fabrics increased primarily due to higher military sales of
fuel tanks, primarily for the Northrop Grumman F-18, the Boeing F-15 and the
Sikorsky Blackhawk programs. Partially offsetting this increase was lower sales
of oil containment booms.

Commercial sales at Aircraft Braking Systems decreased $1,415,000, primarily due
to lower sales of wheels and brakes on the Fokker FO-100, the Boeing DC-10,
B-707 and DC-9 programs, partially offset by higher sales on the Embraer 170
program. Military sales decreased $3,230,000, primarily on the Boeing B-1B and
Lockheed C-130 programs. Partially offsetting this decrease was higher general
aviation sales of $2,364,000, primarily on the Lear 55 and 60 and Gulfstream
aircraft.

Our operating income increased $1,554,000 to $22,701,000, or 27.3% of sales for
the three months ended March 31, 2004, compared with $21,147,000, or 25.8% of
sales for the same period in the prior year. Aircraft Braking Systems operating
income was $20,498,000, or 29.8% of sales for the three months ended March 31,
2004, compared with $20,476,000, or 28.8% of sales for the same period in the
prior year. Engineered Fabrics operating income was $2,203,000, or 15.4% of
sales for the three months ended March 31, 2004, compared with $671,000, or 6.1%
of sales for the same period in the prior year.

Aircraft Braking Systems operating income margins increased primarily due to a
favorable mix of products sold and lower operating costs, partially offset by
the unfavorable overhead absorption effect relating to lower sales and higher
program investments. Engineered Fabrics operating income margins increased
primarily due to the favorable overhead absorption effect relating to higher
sales and operating efficiencies.

Our net interest expense decreased by $1,236,000 for the three months ended
March 31, 2004, compared with the same period in the prior year. This decrease
was primarily due to a lower average debt balance.

Our effective tax rate of 33.6% for the three months ended March 31, 2004
differs from the statutory rate of 35% due to tax benefits derived from export
sales. Our effective tax rate of 26.9% for the three months ended March 31, 2003
differs from the statutory rate of 35% due to tax benefits derived from export
sales and reversal of prior years tax reserves no longer needed.

Liquidity and Financial Position

Our cash and cash equivalents totaled $44.5 million at March 31, 2004, compared
with $24.5 million at December 31, 2003. Our total debt was $395.0 million at
March 31, 2004 and December 31, 2003, and we had $27.2 million (which is net of
letters of credit of $2.8 million) available to borrow under our $30.0 million
revolving credit facility. In the past, the cash generated from operations has
been sufficient to pay our indebtedness. We do not have to pay principal on our
notes until 2007, when $145.0 million of our 9 1/4% notes mature.

We expect that our principal use of funds for the next several years will be

                                       12
<PAGE>

to pay interest and principal on indebtedness, fund capital expenditures and
make program investments. Our primary source of funds for conducting our
business activities and servicing our indebtedness has been cash generated from
operations.

The credit facility contains certain covenants and events of default, including
limitations on additional indebtedness, liens, asset sales, making certain
restricted payments, capital expenditures, creating guarantee obligations and
material lease obligations. The credit facility also contains certain financial
ratio requirements, including a cash interest coverage ratio and a leverage
ratio. We were in compliance with all debt covenants at March 31, 2004.

Our contractual obligations are detailed in our Annual Report on Form 10-K for
the year ended December 31, 2003. As of March 31, 2004, our contractual
obligations have not materially changed from December 31, 2003.

Cash Flows

During the three months ended March 31, 2004, net cash provided by operating
activities amounted to $25,262,000, compared with $12,033,000 for the same
period in the prior year, an increase of $13,229,000. Our cash flow from
operating activities increased from the prior year primarily due to payments
made in 2003 to the holders of our common stock in connection with the 2002
recapitalization, and lower increases in inventory in 2004 versus 2003.

During the three months ended March 31, 2004, net cash used in investing
activities amounted to $5,179,000 versus $286,000 for the same period in the
prior year, an increase of $4,893,000. This increase was primarily due to
$4,532,000 of program participation payments made during the three months ended
March 31, 2004, compared with no payments made during the same period in the
prior year.

Accounting Pronouncements

On December 8, 2003, the President signed the Medicare Prescription Drug,
Improvement and Modernization Act of 2003, or the Act. The Act introduces a
Federal subsidy to sponsors of retiree health care benefit plans that provide a
benefit that is at least actuarially equivalent to Medicare Part D. In January
2004, the Financial Accounting Standards Board, or the FASB, issued Staff
Position No. 106-1, "Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization Act of 2003," which
permits a sponsor of a postretirement health care plan that provides a
prescription drug benefit to make a one-time election to defer accounting for
the effects of the Act. In accordance with FASB Staff Position No. 106-1, we are
electing to defer recognition of any potential savings on the calculation of our
accumulated postretirement benefit obligation or net periodic benefit cost as a
result of the Act until specific authoritative guidance on the accounting of the
Federal subsidy is issued.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have $395.0 million of total fixed rate debt outstanding at March 31, 2004.
Borrowings under the credit facility bear interest that varies with LIBOR, for
which no borrowings were outstanding at March 31, 2004.

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Given that all of our outstanding debt is at a fixed rate, a 10% change in
interest rates would not have a significant impact on fair values, cash flows or
earnings. We have no derivative financial instruments.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports under the Securities and
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and our Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosures. Any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the designed
control objectives. Our management, with the participation of our Chief
Executive Officer and our Chief Financial Officer, have evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as of March 31, 2004. Based upon that evaluation and subject to the
foregoing, our Chief Executive Officer and Chief Financial Officer concluded
that the design and operation of our disclosure controls and procedures provided
reasonable assurance that the disclosure controls and procedures are effective
to accomplish their objectives.

In addition, there was no change to our internal control over financial
reporting that occurred during the quarter ended March 31, 2004 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

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                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits

      31.1   -       Certification of Chief Executive Officer pursuant to
                     Rule 13a-14(a) and Rule 15d-14(a)of the Securities
                     Exchange Act, as amended.

      31.2   -       Certification of Chief Financial Officer pursuant to
                     Rule 13a-14(a) and Rule 15d-14(a)of the Securities
                     Exchange Act, as amended.

      32.1   -       Certification of Chief Executive Office pursuant to
                     18 U.S.C. Section 1350, as adopted pursuant to Section
                     906 of the Sarbanes-Oxley Act of 2002.

      32.2   -       Certification of Chief Financial Officer pursuant to
                     18 U.S.C. Section 1350, as adopted pursuant to Section
                     906 of the Sarbanes-Oxley Act of 2002.

(b)   Reports on Form 8-K

      A report on Form 8-K dated March 29, 2004 was filed regarding the fourth
      quarter and year ended December 31, 2003 earnings.

Items 1, 2, 3, 4 and 5 are not applicable and have been omitted.

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                                   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 hereunto duly authorized.

                                                   K & F INDUSTRIES, INC.
                                                         Registrant

                                                   /s/ DIRKSON R. CHARLES
                                                       ------------------
                                                       Dirkson R. Charles
                                                     Chief Financial Officer
                                                               and
                                                     Registrant's Authorized
                                                             Officer

Dated: May 7, 2004

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