U.S. SECURITIES AND EXCHANGE
                        COMMISSION WASHINGTON, D.C. 20549


                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.

For the quarterly period ended: December 31, 2002

                                       OR

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

For    the    transition    period    from     ___________________________    to
___________________________


                         Commission file number 0-24242

                         PRODUCTIVITY TECHNOLOGIES CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                               13-3764753
  ---------------------------------         ------------------------------------
    (State or Other Jurisdiction            (I.R.S. Employer Identification No.)
  of Incorporation or Organization)

                   3100 Copper Avenue, Fenton, Michigan 48430
                    (Address of Principal Offices)(Zip Code)

Registrant's Telephone Number, Including Area Code              ((810) 714-0200
                                                   -----------------------------


     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 [ ]


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes  [X]                   No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of February 18, 2003: 2,475,000 shares, $ .001 par value common
stock.


<PAGE>

                         Productivity Technologies Corp.

                                                        INDEX

                                                                           Page
                                                                          Number

PART I   FINANCIAL INFORMATION............................................... 3

Item 1.  Financial Statements.................................................3

         Consolidated Balance Sheets at December 31, 2002
                (un-audited) and June 30, 2002................................3

         Consolidated Statements of Operations for the
                three and six months ended
                December 31, 2002 and 2001 (un-audited).......................5

         Consolidated Statement of Stockholders' Equity
                for December 31, 2002 (un-audited)............................6

         Consolidated Statements of Cash Flows for the
                three and six months ended
                December 31, 2002 and 2001 (un-audited).......................7

         Notes to Unaudited Consolidated Financial Statements.................8

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

Item 3.  Quantitative and Qualitative Disclosure about Market Risk...........12

Item 4.  Controls and Procedures.............................................13

PART II  OTHER INFORMATION...................................................13

Item 1.  Legal Proceedings ..................................................13

Item 2.  Changes in Securities and Use of Proceeds (not applicable)..........13

Item 3.  Defaults Upon Senior Securities ....................................13

Item 4.  Submission of Matters to a Vote of
                Security Holders (not applicable)............................13

Item 5.  Other Information (not applicable) .................................14

Item 6.  Exhibits and Reports on Form 8-K   .................................14

SIGNATURES...................................................................14

CERTIFICATIONS...............................................................14





<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                PRODUCTIVITY TECHNOLOGIES CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                              December 31, 2002   June 30, 2002
                                                                              -----------------   -------------
                                                                                 (Unaudited)

Assets

Current Assets
<S>                                                                              <C>               <C>
     Cash                                                                        $ 2,224,484       $ 4,971,837
     Short-term investments, including accrued interest                              169,767           149,720
     Contract receivables, net of allowance for doubtful accounts of
          $265,175 and $250,198                                                    5,828,472         2,898,107
     Costs and estimated earnings in excess of billings on
          uncompleted contracts                                                    1,028,849         1,773,141
     Inventories                                                                   1,082,140         1,211,249
     Prepaid expenses and other                                                      198,048           352,542
     Deferred income taxes                                                           282,000           282,000
                                                                                 -----------       -----------
Total current assets                                                              10,813,760        11,638,596
                                                                                 -----------       -----------


Property and equipment
     Land                                                                        $   591,514       $   591,514
     Buildings and improvements                                                    4,917,459         4,917,459
     Machinery and equipment                                                       4,224,473         4,223,506
     Transportation equipment                                                         21,000            21,000
                                                                                 -----------       -----------

                                                                                   9,754,446         9,753,479

          Less accumulated depreciation                                            3,347,409         3,042,568
                                                                                 -----------       -----------

Net property and equipment                                                         6,407,037         6,710,911
                                                                                 -----------       -----------


Other assets
     Goodwill                                                                      2,985,909         4,926,448
     Patent                                                                          403,129           451,875
     Deferred income taxes                                                           468,000           468,000
     Other assets                                                                    275,459           297,959
                                                                                 -----------       -----------

Total other assets                                                                 4,132,497         6,144,282
                                                                                 -----------       -----------

                                                                                 $21,353,294       $24,493,789
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.



<PAGE>
                PRODUCTIVITY TECHNOLOGIES CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                             December 31, 2002    June 30, 2002
                                                                             -----------------    -------------
                                                                                 (Unaudited)
Liabilities and stockholders' equity

Current liabilities
<S>                                                                              <C>               <C>
     Current portion of long-term debt                                           $ 7,795,770       $12,190,338
     Accounts payable                                                              3,526,929         2,193,920
     Accrued expenses
          Commissions payable                                                        348,000           189,000
          Payroll and related withholdings                                            41,348           370,178
          Warranty Reserve                                                           325,000           315,000
          Royalties Payable                                                               --                --
           Interest                                                                  596,243         1,122,552
          Other                                                                      339,744           367,148
Billings in excess of costs and estimated
     earnings on uncompleted contracts                                             1,733,565           750,970
Current maturities of executive deferred compensation agreements                     974,933           974,933
                                                                                 -----------       -----------

Total current liabilities                                                        $15,681,532       $18,474,039

Executive deferred compensation agreements, less current maturities                       --                --

Long-term debt, less current maturities                                            3,392,000        3,800,000
                                                                                 -----------       -----------

Total liabilities                                                                 19,073,532       22,274,039
                                                                                 -----------       -----------

Stockholders' equity
     Common stock, $.001 par value, 20,000,000
          shares authorized; 2,475,000 shares issued and outstanding                   2,475             2,475
     Additional paid-in capital                                                    9,966,408         9,966,408
     Deficit                                                                      (7,689,121)       (7,749,133)
                                                                                 -----------       -----------

Total stockholders' equity                                                         2,279,762         2,219,750
                                                                                 -----------       -----------

                                                                                 $21,353,294       $24,493,789

</TABLE>



     See accompanying notes to unaudited consolidated financial statements.



<PAGE>

                PRODUCTIVITY TECHNOLOGIES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                     Three Months Ended               Six Months Ended
                                                ---------------------------     ---------------------------
                                                December 31,     December 31,   December 31,    December 31,
                                                    2002            2001            2002            2001
                                                ------------    ------------    ------------    ------------

<S>                                             <C>              <C>            <C>             <C>
Revenues Earned                                 $ 7,616,976      $ 6,056,998    $14,353,919     $13,516,677

Cost of Revenues Earned                           5,899,528        4,591,434     11,062,419      10,145,507

Gross Profit                                      1,717,448        1,465,564      3,291,500       3,371,170

Selling, general and
        administrative expenses                   1,407,758        1,472,315      2,934,174       3,138,269

Income (loss) from operations                       309,690           (6,751)       357,326         232,900

Other income (expense)

 Interest income                                        938            8,726          8,405          14,170

 Interest expense                                  (170,307)        (345,006)      (362,865)       (683,601)

 Miscellaneous                                       13,066            2,066         27,165          12,240

Total other expenses                               (156,303)        (334,214)      (327,295)       (657,191)

Income (loss) before income taxes                   153,387         (340,965)        30,031        (424,291)

Income tax expense (benefit)                              0          (17,427)       (29,981)        (17,427)

Net income (loss)                               $   153,387      $  (323,538)   $    60,012     $  (406,864)

Basic and Diluted Earnings per share            $      0.06      $     (0.13)   $      0.02     $     (0.16)

Weighted average number of
   Common shares outstanding                      2,475,000        2,475,000      2,475,000       2,475,000
                                                ===========      ===========    ===========     ===========

</TABLE>


     See accompanying notes to unaudited consolidated financial statements.

<PAGE>
                PRODUCTIVITY TECHNOLOGIES CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (Unaudited)
<TABLE>
<CAPTION>



                                          Common Stock              Additional                                Total
                                          ------------                Paid-In                             Stockholders'
                                     Shares          Amount           Capital            Deficit             Equity

<S>          <C> <C>               <C>               <C>            <C>               <C>                  <C>
Balance June 30, 2002              2,475,000         $2,475         $9,966,408        ($7,749,133)         $2,219,750

Net income                                --             --                 --             60,012              60,012
                                   ---------    -----------         ----------        -----------          -----------

December 31, 2002                  2,475,000         $2,475         $9,966,408        ($7,689,121)         $2,279,762
                                   =========         ======         ==========        ============         ==========

</TABLE>





     See accompanying notes to unaudited consolidated financial statements.



<PAGE>

                PRODUCTIVITY TECHNOLOGIES CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                       Six Months Ended
                                                                                 December 31,      December 31,
                                                                                    2002              2001
                                                                                 -----------       -----------

Cash flows from operating activities
<S>                                                                              <C>               <C>
     Net income/(loss)                                                           $    60,012       $  (406,863)
     Adjustments to reconcile net loss to net cash
          used in operating activities:
            Depreciation                                                             304,841           290,831
            Amortization                                                              71,246            22,496

     Changes in operating assets and liabilities:
          Contract receivables                                                    (2,930,365)          573,406
          Inventories, prepaid expenses and other                                    283,602           308,255
          Costs and estimated earnings in excess of billings
               on uncompleted contracts, net effect                                1,726,887         2,310,223
          Accounts payable, accrued expenses and other                               619,468        (1,817,108)
                                                                                 -----------       -----------

Net cash used in operating activities                                                135,691         1,281,240
                                                                                 -----------       -----------

Cash flows from investing activities
     Proceeds from sale (purchase of) short-term investments - net                   (20,047)           48,572
     Expenditures for property and equipment                                            (967)          (90,622)
                                                                                 -----------       -----------

Net cash provided by (used in) investing activities                                  (21,014)          (42,050)
                                                                                 -----------       -----------

Cash flows from financing activities
     (Payments) or borrowings under revolving credit agreement                    (2,062,030)          241,000
     Payments on long term debt                                                     (800,000)         (330,502)
                                                                                 -----------       -----------

Net cash provided by (used in) financing activities                               (2,862,030)          (89,502)
                                                                                 -----------       -----------
Net decrease in cash                                                              (2,747,353)        1,149,688

Cash at the beginning of the period                                                4,971,837           766,052
                                                                                 -----------       -----------
Cash at the end of the period                                                    $ 2,224,484       $ 1,915,740
                                                                                 ===========       ===========

Supplemental Cash Flow Information
     Cash paid during the period for interest                                    $   317,588       $   547,200
     Income Taxes Received                                                       $    29,981       $        --

Schedule of Non-Cash Financing Activities
     Goodwill reduction and debt extinguishment                                  $ 1,940,538       $        --
                                                                                 -----------       -----------
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.




<PAGE>

                PRODUCTIVITY TECHNOLOGIES CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The unaudited  consolidated  financial  statements of Productivity  Technologies
Corp. and  Subsidiaries  (the  "Company")  have been prepared in accordance with
generally accepted accounting  principles for interim financial  information and
in accordance  with  instructions to Form 10-Q and Article 10 of Regulation S-X.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  omitted  from the  accompanying  interim  financial  statements.  The
information  furnished  in  the  accompanying  balance  sheets,   statements  of
operations,  stockholders' equity and cash flows, reflect all adjustments, which
are, in the opinion of  management,  necessary  for a fair  presentation  of the
aforementioned  financial statements for the interim periods.  Operating results
for the six months ended  December 31, 2002, are not  necessarily  indicative of
the results that may be expected for the year ending June 30, 2003.

The  consolidated  financial  statements  should be read in conjunction with the
Company's annual report on Form 10-K for the fiscal year ended June 30, 2002 (as
amended by amendment no. 1 on Form 10-K/A).  Information  provided  includes the
consolidated  audited  financial  statements,  including  footnotes for the year
ended June 30,  2002 and  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations.

2. Summary of Significant Accounting Policies

History of the Company and Basis of Presentation

The  Company was  incorporated  in June 1993 under the name  Production  Systems
Acquisition  Corporation  with the objective of acquiring an operating  business
engaged in the production  systems  industry.  The Company  completed an initial
public offering  ("IPO") of common stock in July 1994 and raised net proceeds of
approximately  $9.0  million.  In May  1996,  the  Company  changed  its name to
Productivity   Technologies  Corp.  and  acquired,   through  a  merger,   Atlas
Technologies, Inc. ("Atlas") as a wholly owned subsidiary. On February 23, 2000,
the  Company  purchased,  through  a  wholly-owned  subsidiary  formed  for this
purpose,  substantially  all of the assets of  Westland  Control  Systems,  Inc.
("Westland").  The Company has no other subsidiaries or operations. The Company,
which produces  industrial  machinery,  operates in a single segment through its
Atlas and Westland subsidiaries.

The accompanying  financial statements include the consolidated  accounts of the
Company,  Atlas  and  Westland.  All  significant   inter-company  accounts  and
transactions have been eliminated upon consolidation.

Nature of Business

The  Company  operates  in a single  segment  through  its  Atlas  and  Westland
subsidiaries.  Atlas is a leading  innovator  and  supplier of quick die change,
flexible transfer, and stacking/destacking equipment used to automate automotive
and other metal stamping operations.  Atlas operates two manufacturing plants in
Fenton,  Michigan and has sales and engineering offices in Michigan,  Europe and
China.

Westland  designs,  manufactures  and field installs custom  electrical  control
panels  primarily for use in production  machinery and machine tools utilized in
automotive,   adhesive  and  sealants,  food  processing  and  other  industrial
applications.  Westland operates one manufacturing plant in Westland,  Michigan,
which is located less than one hour from Atlas' plants in Fenton, Michigan.

Sales of Atlas products have principally been to automobile and automotive parts
manufacturers and appliance manufacturers. Other customers include steel service
centers  and  manufacturers  of lawn and  garden  equipment,  office  furniture,
heating,  ventilation and air  conditioning  equipment,  and large  construction
equipment.  Sales to automotive  related  customers  account for the majority of
sales.  Westland's  customers  participate in the automotive,  food  processing,
adhesive and sealants, and other industries.



<PAGE>
Revenue and Cost Recognition

At Atlas,  revenues from fixed price contracts,  and the related contract costs,
are    recognized    using    the    percentage-of-completion     method.    The
percentage-of-completion  method  measures  the  percentage  of  contract  costs
incurred to date and compares these costs to the total  estimated costs for each
contract.  Atlas  estimates  the status of  individual  contracts  when progress
reaches a point where  experience is  sufficient to estimate  final results with
reasonable accuracy.  Contract costs include all direct material and labor costs
and those  indirect  costs  related to  contract  performance,  such as indirect
labor, supplies, repairs and depreciation costs. Provisions for estimated losses
on  uncompleted  contracts  are made in the  period  in which  such  losses  are
determined.  Changes in job performance, job condition, estimated profitability,
and final contract  settlement may result in revisions to costs and income,  and
are  recognized  in the period  the  revisions  are  determined.  Revenues  from
time-and-material  contracts are recognized  currently as the work is performed.
Westland recognizes sales and cost of sales upon shipment to the customer.

Earnings Per Share

Earnings  per share have been  computed by dividing  the income by the  weighted
average number of common shares outstanding.  The per share amounts reflected in
the  consolidated  statements  of operations  are  presented in accordance  with
Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings per share";
the  amounts of the  Company's  "basic"  and  "diluted"  earnings  per share (as
defined in SFAS No. 128) are the same.



<PAGE>



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

Results of Operations

Unaudited  revenues  earned  for  the  quarter  ended  December  31,  2002  were
$7,616,976,  as compared to $6,056,998  for the quarter ended December 31, 2001,
an increase of 26%.  Atlas's  revenues  were up 24%,  principally  due to higher
beginning  backlog in this year's  quarter versus the same time period of a year
ago.  Westland's  revenues  increased 35% due to the addition of new  customers'
accounts, as explained in the September 30, 2002 10 Q, that were not included in
the prior year's quarter.  Revenues earned for the six months ended December 31,
2002 were  $14,353,919  up $837,450 from the six months ended  December 31, 2001
revenues earned of $13,516,677. This increase is all associated with the current
quarter results.

The order backlog as of December 31, 2002 was $15.9 million, up 1% from the June
30, 2002 backlog of $15.7 million.  Order backlogs have since increased to $18.6
million at February 18, 2003.

Gross  profit  for  the  quarter  ended   December  31,  2002  was   $1,717,448,
representing  a 17%  increase  compared to the  $1,465,564  gross profit for the
quarter ended December 31, 2001.  The increase in gross profits was  principally
due to the  volume  increase  at both  Atlas  and  Westland.  Gross  profit as a
percentage  of  revenues  earned for the  quarter  ended  December  31,  2002 as
compared to the same  quarter in the prior fiscal year  decreased  from 24.2% to
22.6%,  principally as a result of a change in the mix of products sold by Atlas
in the face of heightened  competition  and continued  economic  softness in the
capital goods marketplace. For the six months ended December 31, 2002, the gross
profit was $3,291,500, which is $79,670 less than the gross profit of $3,371,170
for the six months  ended  December  31,  2001.  This decline of less than 1% in
amount  represents a decrease in gross profit as a percentage of revenues earned
from 24.9% in the six months ended  December 31, 2001 to 22.9% in the six months
ended December 31, 2002.  This decrease in the amount of gross profit was due to
the  unfavorable  results  in the  first  quarter  of  fiscal  2003  which  were
positively offset by the results for the second quarter of fiscal 2003.

Consolidated selling, general and administrative (SG&A) expenses were $1,407,758
or 4% lower than SG&A expenses of $1,472,315  for the quarter ended December 31,
2001. For the six months ended December 31, 2002,  SG&A expenses were $2,934,174
or $204,095  lower than the six months ended December 31, 2001. The reduction in
SG&A expenses for the quarter and six months ended  December 31, 2002 was due to
continued tighter control of operating expenses at both operating subsidiaries.

Income from  operations  for the quarter  ended  December 31, 2002 was $309,690,
compared to a net loss from  operations  for the quarter ended December 31, 2001
of $6,751.  For the six months ended December 31, 2002,  income from  operations
was $357,326 or $124,425  higher than income from  operations for the six months
ended December 31, 2001. This increase in income from operations for the quarter
and six months ended December 31, 2002 was  principally  due to the higher sales
volumes and lower SG&A expenses described above.

Interest  expense for the  quarter  ended  December  31,  2002 was  $170,307,  a
decrease of 51% from $345,006 for the quarter ended  December 31, 2001.  For the
six months ended December 31,2002,  interest expense was $362,865, a decrease of
53.1% from $683,601 for the six months ended December 31, 2001. The  improvement
was due  principally  to  continued  focus on  collections  of  receivables  and
inventory  management at both Atlas and Westland which reduced  borrowing  needs
and to a lesser  extent on the Westland  litigation  settlement  on September 3,
2002 which resulted in the  extinguishment  of $1.8 million of indebtedness owed
to the former  owner of  Westland.  In  addition,  interest  was  reduced as the
Company  made a principal  payment of  $450,000 to the former  owner of Westland
under the terms of the  litigation  settlement.  To obtain  the  consent  of the
Company's senior bank lender to the litigation settlement, the Company also paid
$800,000  on  September  3, 2002 and  $25,000 on  December 3, 2002 to reduce the
Company's  term debt owed to the bank.  The Company also  reduced its  revolving
debt during the quarter and six months periods ended December 31, 2002.

The net income for the quarter ended December 31, 2002 was $153,387  compared to
a net loss of $323,538 for the quarter ended  December 31, 2001.  The net income
for the six months ended December 31, 2002 was $60,012 as compared to a net loss
of $406,863 for the six months ended  December 31, 2001. The reported net income
for the  quarter  ended  December  31,  2002 was $0.06 per share and for the six
months  ended  December  31,  2002 was $0.02 per  share,  in each case  based on
weighted average common shares outstanding of 2,475,000.  This compared to a net
loss for the  quarter  ended  December  31, 2001 of $0.13 cents per share and of
$0.16 per share for the six  months  ended  December  31,  2001,  also  based on
weighted average common shares outstanding of 2,475,000.

<PAGE>

The  gross  carrying  amount  and  accumulated  amortization  of  the  Company's
intangible assets other than goodwill as of December 31, 2002 is as follows:

                                                  December 31, 2002
                                    --------------------------------------------
                                         Gross                            Net
                                       Carrying        Accumulated        Book
                                        Amount         Amortization      Value


Patents                                $  573,132        $170,003     $ 403,129

Non-compete Agreements                    348,750         212,422       136,328

Bank Closing Fees                         138,785          57,560        81,225
                                    --------------------------------------------
Total                                  $1,060,667        $439,985     $ 620,682
                                    ============================================

Liquidity and Capital Resources

At December 31, 2002,  the Company had (1)  $3,000,000 of a mortgage  obligation
relating to Atlas' Copper Road  facility,  payable over a 12 year term, (2) debt
of  $5,027,770  outstanding  under a revolving  credit  facility  with Bank One,
Michigan  ("Bank  One"),  (3) deferred  executive  compensation  obligations  of
$974,933  originally  scheduled to be paid over three equal annual  installments
during the period from July 2000  through  July 2002,  (4) a five year term loan
from Bank One of $2,235,000, bearing interest at 125 basis points over the prime
rate, incurred in February 2000 to purchase Westland,  and (5) subordinated term
debt of  $925,000,  payable  to the  former  owner of  Westland.  This  total of
$12,162,703  at December 31, 2002 compares to a total  combined  long-term  debt
financing and line of credit balance of $18,427,330 as of December 31, 2001. The
decrease  in  indebtedness  at  December  31,  2002  is  principally  due to the
extinguishment  of $1.8  million of  indebtedness  owed to the  former  owner of
Westland  and a  principal  payment  of  $483,000  made to the  former  owner of
Westland  under the terms of the  litigation  settlement  agreement  reached  in
September 2002, and principal repayments on term loan and revolving indebtedness
to Bank One approximating $4.0 million.

Working  capital deficit at December 31, 2002 was  ($4,867,772)  and the current
ratio was (.69) to 1, as compared to a working  capital  deficit of ($6,835,443)
and a current ratio of (.63) to 1 for the Company at June 30, 2002.

Prior to the expiration of the Company's revolving credit facility with Bank One
on January 31, 2002,  the Company was not in compliance  with certain  financial
covenants and borrowing base limitations thereunder.  The Company also is not in
compliance with certain  financial  covenants under its term loan with Bank One.
To date,  Bank One has not demanded  that the Company repay either the term loan
or the  revolving  credit  facility.  The  Company  and Bank One have,  however,
engaged in discussions concerning terms of forbearance,  the terms of retirement
of the revolving credit facility in the event of a refinancing with another bank
lender and/or other  lenders,  and possible  modification  of the term loan, and
Bank One has  consented  to the  settlement  with the former  owner of Westland.
While Bank One is under no legal  obligation to continue to forbear in demanding
payment of outstanding obligations, management does not believe that it would be
in Bank One's  interest  to take any action in the  immediate  future that could
jeopardize the Company's efforts to refinance the obligations.

<PAGE>

Since the expiration of the revolving  credit  facility with Bank One on January
31, 2002, the Company has been able to meet its working  capital needs from cash
generated from operations  without  borrowing  additional  funds under a line of
credit In  addition,  since such time,  the  Company  has sought to pay down its
borrowings from Bank One when and as cash has become  available from operations.
If Bank One continues to forbear in demanding  the immediate  repayment of these
obligations (as to which no assurance can be given),  the Company  believes that
it can continue to operate in the  immediate  future as it has since January 31,
2002, when the revolving credit facility expired.

The Company does not, however, have funds available to it from its operations or
otherwise to repay the amounts due under the credit facilities.  The Company has
engaged an  investment-banking  firm to advise it in connection  with a possible
revolving  credit  facility  (senior  secured bank  facility) and the Company is
directly seeking to directly arrange mezzanine  financing (secured  subordinated
notes).  In respect of a new revolving credit  facility,  the Company received a
commitment  for bank  financing  to replace  the Bank One credit  facility.  The
commitment  requires  that  certain key  executives  of the  Company  personally
guarantee  a portion  of the  debt.  The  Company  has  agreed  to  accept  this
commitment  subject to obtaining  the  agreement of these  executives to provide
these guarantees.  In such guarantee arrangements,  guarantors typically require
consideration  in the form of cash,  stock or stock  options,  or a  combination
thereof,  on terms the company's  board of directors (in reliance on the opinion
of an independent investment banking firm engaged to advise the board) determine
to be fair to the company.  The Company has  initiated a discussion  of possible
consideration  to the  guarantors  and an  examination  of the  fairness of such
consideration to the Company.

In addition,  the Company has received two  proposals  for secured  subordinated
note  financing  from two separate  sources,  one for $3.0 million of seven year
financing  and one for $2.0 million of seven year  financing on terms similar to
the $3.0 million  proposal.  The Company is considering the $3.0 million secured
subordinated note financing  proposal  currently.  However,  no assurance can be
provided at this time that either of the parties  that have made  proposals  for
secured  subordinated  note  financing  will  ultimately  commit to provide such
financing on the terms proposed.

Management  is hopeful as to the ability of the Company to  consummate  suitable
financing  arrangements  based upon factors including but not limited to (1) the
apparent  value of the tangible  assets owned by the Company,  (2)  management's
belief  concerning the Company's current  competitive  position in its principal
markets,  (3) recent improvements the Company has made in its cost structure and
(4) the ability of the Company to reduce  indebtedness  and to meet its expenses
with cash  generated  from  operations  since  January 2002. No assurance can be
given, however, that any financing arrangements will be successfully concluded.

Forward-Looking Statements

Various  statements  in this Report  concerning  the manner in which the Company
intends to conduct its future  operations  and potential  trends that may affect
future results of operations are forward-looking  statements. The Company may be
unable to realize its plans and  objectives  due to various  important  factors.
These  factors  include but are not  limited to general  economic  and  business
conditions,  particularly  in light of  economic  deterioration  which  has been
exacerbated by the terrorist  incidents of September 11, 2001, the threat of war
with Iraq, and high profile  accounting  scandals which have raised questions as
to the  integrity  of  the  stock  markets,  and in  the  automotive  and  other
industries  principally  served  by the  Company,  including  continued  flat or
declining  demand in the  domestic  and  foreign  markets  for  automobiles  and
automotive  parts  resulting  in  reduced  demand  for  the  Atlas'   automation
equipment;  potential  technological  developments  in  the  metal  forming  and
handling  automation  equipment  markets  which  may  render  Atlas'  automation
equipment  noncompetitive or obsolete; the risk that Atlas or Westland customers
may be  unwilling  or  unable  to  continue  ordering  products;  the  potential
inability of the Company to renew or replace its credit facilities, as described
under  "Liquidity  and Capital  Resources"  in this Item 2, due to the Company's
inability to achieve adequate  operating results or the continued  tightening of
the credit and capital markets.

<PAGE>

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  information  required  by  Item 3 has  been  disclosed  in  Item  7A of the
Company's Annual Report on Form 10-K for the year ended June 30, 2002. There has
been no material change in the disclosure regarding market risk.

ITEM 4.   CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this Report,  the Company carried out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including the Company's chief executive officer and chief financial
officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls and  procedures  pursuant to Rule 13a-14  adopted under the
Securities Exchange Act of 1934. Based upon that evaluation, the chief executive
officer and chief  financial  officer  concluded  that the Company's  disclosure
controls and procedures are effective.  There were no significant changes in the
Company's internal controls or in other factors that could significantly  affect
these controls subsequent to the date of their evaluation.



                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

Since the date of the filing of the Company's Annual Report on Form 10-K for the
year ended June 30,  2002,  there have been no  material  new legal  proceedings
involving the Company or any material  developments to the proceedings described
in such 10-K.

Item 2.  Changes in Securities and Use of Proceeds.

Not applicable.

Item 3.  Defaults Upon Senior Securities.

Upon the expiration of the Company's  revolving credit facility with Bank One on
January 31, 2002, the Company was unable to repay the outstanding  principal due
thereunder.  As of December 31, 2002, debt of $5,027,770 was  outstanding  under
this revolving credit facility plus an obligation for $3.0 million of a mortgage
relating to Atlas' Copper Road facility.  During the second fiscal quarter,  the
letters of credits  issued  earlier  in  support  of the  $3,000,000  Industrial
Revenue Bonds relating to Atlas' Copper Road facility had expired.  As a result,
the Company  indebtedness related to the Copper Road facility is now in the form
of a mortgage.  The amortization and payment requirements under the mortgage are
the same as they had been under the Industrial  Revenue Bonds arrangement except
that the  interest  rate of the  mortgage  is  higher  than it was under the IRB
arrangement, and approximates the Company's interest rate on its revolving debt.
In addition,  $2,235,000 is outstanding  under the Company's term loan with Bank
One,  which  amounts  may be deemed to be in arrears by reason of the  Company's
failure to repay the amounts due under the revolving credit facility.

Although Bank One has continued to forbear in demanding the immediate  repayment
of these obligations,  no assurance can be given that it will continue to do so.
Nonetheless,  while Bank One is under no legal obligation to continue to forbear
in demanding  payment of outstanding  obligations,  management  does not believe
that it would be in Bank  One's  interest  to take any  action in the  immediate
future that could jeopardize the Company's efforts to refinance the obligations.

As more fully described under "Liquidity and Capital  Resources" in Item 2, Part
I, the Company has received a commitment  for bank financing to replace the Bank
One credit  facility.  In addition,  the Company has received two  proposals for
secured  subordinated  note  financing from two separate  sources,  one for $3.0
million of seven year financing and one for $2.0 million of seven year financing
on terms  similar  to the $3.0  million  proposal.  No  assurance  can be given,
however,  that  any  of  these  financing   arrangements  will  be  successfully
concluded.

<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5.  Other Information.

Not applicable.

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

     (a) Exhibits.

              99.1  Certification of chief executive officer and chief financial
                    officer pursuant to section 906 of the Sarbanes-Oxley Act of
                    2002.

     (b) Reports on Form 8-K.

              None.
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


                                    PRODUCTIVITY TECHNOLOGIES CORP.

Date:    February 19, 2003          By:  /s/  Samuel N. Seidman
                                       -----------------------------------------
                                       Samuel N. Seidman
                                       Chairman, Chief Executive Officer
                                           and President

Date:    February 19, 2003          By:  /s/  Jesse A. Levine
                                       -----------------------------------------
                                       Jesse A. Levine
                                       Vice President, Secretary,
                                           Treasurer and Chief Financial Officer

<PAGE>
                                 CERTIFICATIONS


     I, Samuel N. Seidman,  the Chairman,  Chief Executive Officer and President
of Productivities Technologies Corp., hereby certify that:


1.   I have  reviewed  this  quarterly  report  on Form  10-Q of  Productivities
     Technologies Corp.;


2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;


3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;


4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;


     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and


     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;


5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):


     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and


     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and


6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: February 19, 2003


By: /s/  Samuel N. Seidman
    ------------------------------
    Samuel N. Seidman
    Chairman, Chief Executive Officer and President

<PAGE>


I, Jesse A. Levine, the Vice President, Secretary, Treasurer and Chief Financial
Officer of Productivity Technologies Corp., do hereby certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-Q of  Productivities
     Technologies Corp.;


2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;


3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;


4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;


     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and


     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;


5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):


     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and


     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and


6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: February 19, 2003



By: /s/  Jesse A. Levine
    ------------------------------
    Jesse A. Levine
    Vice President, Secretary, Treasurer and Chief Financial Officer