SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended             June 30, 2002        Commission File No.  0-24866
                              -------------                             -------


                         MICROTEK MEDICAL HOLDINGS, INC.
                        --------------------------------
             (Exact name of Registrant as specified in its charter)


                Georgia                                       58-1746149
-------------------------------                            -----------------
(State or other jurisdiction of                              (IRS Employer
 incorporation or organization)                           Identification No.)

                                512 LEHMBERG ROAD
                           COLUMBUS, MISSISSIPPI 39702
                           ---------------------------
                    (Address of principal executive offices)

                                 (662) 327-1863
                                 --------------
              (Registrant's telephone number, including area code)


                             ISOLYSER COMPANY, INC.
                            Former name of Registrant

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 at least the past 90 days.

Yes   X     No
    -----      -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

Class                                        Outstanding at August 2, 2002
-----                                        -----------------------------

Common Stock, $.001 par value                            43,085,733


<PAGE>




                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S>                                                           <C>                        <C>
                         MICROTEK MEDICAL HOLDINGS, INC.
                      Condensed Consolidated Balance Sheets
                                 (in thousands)
                                                                    (unaudited)
                                ASSETS                             JUNE 30, 2002          DECEMBER 31, 2001
                                ------                         -----------------------------------------------
Current assets
        Cash and cash equivalents                                  $    9,885              $    10,587
        Accounts receivable, net                                       15,318                   16,141
        Other receivables                                                 320                      587
        Inventory, net                                                 26,509                   27,022
        Prepaid expenses and other assets                                 805                    1,215
                                                               -----------------------------------------------
                    Total current assets                               52,837                   55,552
                                                               -----------------------------------------------

Property and equipment                                                 22,799                   21,994
        Less accumulated depreciation                                 (15,593)                 (14,455)
                                                               -----------------------------------------------
                    Property and equipment, net                         7,206                    7,539
                                                               -----------------------------------------------

Intangible assets, net                                                 26,164                   26,351
Deferred income taxes                                                   2,018                    2,018
Other assets, net                                                       3,366                    2,870
                                                               -----------------------------------------------
                    Total assets                                $      91,591              $    94,330
                                                               ===============================================

                 LIABILITIES AND SHAREHOLDERS' EQUITY
                 ------------------------------------
Current liabilities
        Accounts payable                                        $       4,867                    4,934
        Accrued expenses                                                2,665                    3,091
        Accrued customer rebates                                          490                      490
        Current portion of long-term debt                                 250                      260
        Deferred licensing revenue                                        714                    1,427
        Product financing agreement                                         -                      404
                                                               -----------------------------------------------
                    Total current liabilities                           8,986                   10,606
                                                               -----------------------------------------------

Long-term debt                                                          8,087                   12,649
Other long-term liabilities                                             1,905                    1,487
                                                               -----------------------------------------------
                    Total liabilities                                  18,978                   24,742
                                                               -----------------------------------------------

Shareholders' equity
        Common stock                                                       43                       43
        Additional paid-in capital                                    211,184                  210,251
        Accumulated deficit                                          (136,518)                (138,636)
        Cumulative translation adjustment                                (130)                    (239)
        Unrealized loss on available for sale securities                 (119)                     (96)
        Unearned shares restricted to employee stock
           ownership plan                                                 (60)                     (60)
                                                               -----------------------------------------------
                                                                       74,400                   71,263
Treasury shares, at cost                                               (1,787)                  (1,675)
                                                               -----------------------------------------------
        Total shareholders' equity                                     72,613                   69,588
                                                               -----------------------------------------------
            Total liabilities and shareholders' equity          $      91,591              $    94,330
                                                               ===============================================
</TABLE>

See notes to condensed consolidated financial statements.



                                       2
<PAGE>



<TABLE>
<CAPTION>
<S>                                            <C>                 <C>                     <C>                 <C>
                         MICROTEK MEDICAL HOLDINGS, INC.
    Condensed Consolidated Statements of Operations and Comprehensive Income
                      (in thousands, except per share data)
                                   (unaudited)

                                                THREE MONTHS ENDED  THREE MONTHS ENDED     SIX MONTHS ENDED     SIX MONTHS ENDED
                                                  JUNE 30, 2002       JUNE 30, 2001         JUNE 30, 2002        JUNE 30, 2001
                                                ------------------  ------------------     ----------------     ----------------

Net sales                                       $    20,816         $     21,339             $   41,640         $     37,216
Licensing revenues                                      356                  377                    713                  756
                                                ------------------  ------------------     ----------------     ----------------
           Net revenues                              21,172               21,716                 42,353               37,972

Cost of goods sold                                   12,707               13,246                 25,292               22,839
                                                ------------------  ------------------     ----------------     ----------------
           Gross profit                               8,465                8,470                 17,061               15,133

Operating expenses:
     Selling, general and administrative              7,173                6,559                 13,917               11,938
     Research and development                           254                  445                    417                  898
     Amortization of intangibles                        114                  378                    228                  698
                                                ------------------  ------------------     ----------------     ----------------
           Total operating expenses                   7,541                7,382                 14,562               13,534
                                                ------------------  ------------------     ----------------     ----------------

Income from operations                                  924                1,088                  2,499                1,599

Interest income                                          38                   76                     75                  189
Interest expense                                       (175)                (236)                  (370)                (343)
Equity in earnings of investee                           17                    -                     17                    -
Other income                                             47                    -                     47                    -
                                                ------------------  ------------------     ----------------     ----------------
Income before income taxes                              851                  928                  2,268                1,445

Income tax provision                                     61                   83                    150                  173
                                                ------------------  ------------------     ----------------     ----------------
Net income                                      $       790         $        845             $    2,118           $    1,272
                                                ==================  ==================     ================     ================

Other comprehensive income (loss):
     Foreign currency translation gain (loss)           162                  (46)                   109                 (131)
      Unrealized loss on available for sale
         securities                                     (16)                  (5)                   (23)                 (19)
                                                ------------------  ------------------     ----------------     ----------------
Comprehensive income                                $    936             $   794             $    2,204              $ 1,122
                                                ==================  ==================     ================     ================

Net income per common share  - basic
   and diluted                                      $   0.02              $ 0.02             $     0.05               $  0.03
                                                ==================  ==================     ================     ================

Basic weighted average number of common
  shares outstanding                                  42,252              41,680                 42,184                41,545
                                                ==================  ==================     ================     ================

 Diluted weighted average number of  common
  shares outstanding                                  43,184              42,024                 43,058                 41,759
                                                ==================  ==================     ================     ================

</TABLE>

See notes to condensed consolidated financial statements.



                                       3
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                     <C>                    <C>

                                          MICROTEK MEDICAL HOLDINGS, INC.
                                  Condensed Consolidated Statements of Cash Flows
                                                   (in thousands)
                                                    (unaudited)

                                                                        SIX MONTHS ENDED        SIX MONTHS ENDED
                                                                         JUNE 30, 2002            JUNE 30, 2001
                                                                        ----------------------------------------

Cash flows from operating activities:
      Net income                                                         $       2,118            $      1,272

Adjustments to reconcile  net income to net cash
     provided by (used in) operating activities:
      Depreciation                                                               1,229                   1,233
      Amortization of intangibles                                                  228                     698
      Provision for doubtful accounts                                              113                      10
      Licensing revenues                                                          (713)                   (756)
      Provision for obsolete and slow moving inventory                              64                     177
      Stock option compensation expense                                             90                       -
      Loss on disposal of property and equipment                                    56                       -
      Equity in earnings of investee                                               (17)                      -
      Other                                                                        (71)                      -
      Changes in assets and liabilities, net of effects of acquisitions          1,401                  (6,164)
                                                                        ----------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                              4,498                  (3,530)
                                                                        ----------------------------------------

Cash flows from investing activities:
      Purchase of and deposits for property and equipment                         (981)                   (562)
      Acquisitions                                                                   -                 (11,983)
                                                                        ----------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                                             (981)                (12,545)
                                                                        ----------------------------------------

Cash flows from financing activities:
      Net (repayments) borrowings under credit agreements                       (4,556)                 10,665
      Changes in bank overdraft                                                    (83)                    540
      Net repayments under notes payable                                          (420)                   (278)
      Proceeds from exercise of stock options                                      483                     125
      Repurchase of treasury stock                                                (112)                   (131)
      Proceeds from issuance of common stock                                       360                     277
                                                                        ----------------------------------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                             (4,328)                 11,198
                                                                        ----------------------------------------
Effect of exchange rate changes on cash                                            109                    (131)
                                                                        ----------------------------------------
Net decrease in cash and cash equivalents                                         (702)                 (5,008)
Cash and cash equivalents at beginning of period                                10,587                  14,379
                                                                        ----------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $     9,885              $    9,371
                                                                        ========================================

</TABLE>



See notes to condensed consolidated financial statements.




                                       4
<PAGE>



                         MICROTEK MEDICAL HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1) In  the  opinion  of  management,  the  information  furnished  reflects  all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation  of the financial  position,  results of operations  and cash
flows for the interim periods presented. Results for the interim periods are not
necessarily  indicative  of  results  to be  expected  for the  full  year.  The
consolidated  financial statements herein should be read in conjunction with the
consolidated  financial  statements and notes thereto contained in the Company's
Annual  Report on Form 10-K for the year ended  December  31, 2001 (the  "Annual
Report").

2) On May 22, 2002,  the Board of Directors of the Company  adopted a resolution
to change the Company's  name from Isolyser  Company,  Inc. to Microtek  Medical
Holdings,  Inc. Shareholder  approval of the name change was not required.  This
name change was effective as of July 1, 2002. The name change did not change the
Company's existing structure or ownership.

3)  Inventories  are stated at the lower of cost or market and are summarized as
follows:
<TABLE>
<CAPTION>
<S>                                       <C>                         <C>
                  (in thousands)          JUNE 30, 2002               DECEMBER 31, 2001
                                          ----------------            -----------------

Raw materials and supplies                $      12,579               $        13,504
Work in process                                     597                           890
Finished goods                                   15,275                        14,634
                                         -----------------           ------------------
                                                  28,451                       29,028
Reserves for slow moving and
     obsolete inventories                         (1,942)                      (2,006)
                                         -----------------           ------------------
         Inventory, net                   $       26,509              $        27,022
                                         =================           ==================
</TABLE>

     At June  30,  2002 and  December  31,  2001,  the net  OREX  inventory  was
approximately $2.6 million.

4) Effective February 2, 2001, Microtek Medical, Inc. ("Microtek"), a subsidiary
of the Company, entered into a definitive agreement to acquire substantially all
of the assets of Deka Medical,  Inc.  ("Deka") for cash.  Concurrently  with the
signing of the definitive  agreement,  Microtek  acquired  Deka's  post-surgical
clean-up  product  line.   Effective  March  2,  2001,  Microtek  concluded  the
acquisition by acquiring  substantially all of the assets of Deka used in Deka's
patient and medical  equipment  drape product line.  The allocation of the total
purchase price of approximately  $11.6 million resulted in an excess of purchase
price over the fair value of the net assets acquired (goodwill) of approximately
$3.3 million.

     The above  described  acquisition  was  accounted  for  under the  purchase
method,  and  accordingly,  the results of  operations  related to the  acquired
assets have been included in the accompanying  condensed  consolidated financial
statements  from the date of  acquisition.  The  following  unaudited  pro forma
financial  information  reflects the  Company's  results of operations as if the
Deka acquisition had been completed on January 1, 2001:

                                             SIX MONTHS ENDED
 (in thousands, except per share data)         JUNE 30, 2001
                                               -------------

 Net revenues                                    $  41,722
 Net income                                          1,290
 Net income per common share -
        basic and diluted                           $ 0.03



                                       5
<PAGE>

     The pro forma  financial  information is based on estimates and assumptions
which management believes are reasonable. However, the pro forma results are not
necessarily indicative of the operating results that would have occurred had the
Deka  acquisition  been  consummated  as of the  date  indicated,  nor are  they
necessarily indicative of future operating results.

5) The Company  maintains a $17.5 million credit  agreement (as amended to date,
the "Credit  Agreement") with the Chase Manhattan Bank (the "Bank"),  consisting
of a revolving credit facility maturing on June 30, 2004. Borrowing availability
under the revolving  credit  facility is based on the lesser of (i) a percentage
of eligible  accounts  receivable and inventory or (ii) $17.5 million,  less any
outstanding  letters  of credit  issued  under the Credit  Agreement.  Revolving
credit  borrowings bear interest,  at the Company's option, at either a floating
rate  approximating the Bank's prime rate plus an interest margin (5.25% at June
30, 2002) or LIBOR plus an interest margin (4.16% at June 30, 2002).  There were
outstanding  borrowings  under the revolving  credit facility of $7.9 million at
June 30,  2002 and $12.4  million at December  31,  2001.  Borrowings  under the
Credit  Agreement  are  collateralized  by the  Company's  accounts  receivable,
inventory, equipment, the Company's stock of its subsidiaries and certain of the
Company's plants and offices.  The Credit Agreement contains certain restrictive
covenants,  including the maintenance of certain  financial ratios and earnings,
and  limitations  on  acquisitions,   dispositions,   capital  expenditures  and
additional  indebtedness.  In addition,  the Company is not permitted to pay any
dividends.  At June 30, 2002,  the Company was in compliance  with its financial
covenants under the Credit Agreement.

6) Basic per share  income is  computed  using the  weighted  average  number of
common shares  outstanding for the period.  Diluted per share income is computed
including  the  dilutive  effect  of  all  contingently   issuable  shares.  The
difference  between basic and diluted weighted average shares is attributable to
932,000 and 874,000 dilutive stock options  outstanding for the three months and
six months  ended June 30,  2002,  respectively.  There were 344,000 and 214,000
dilutive  stock  options  outstanding  for the three months and six months ended
June 30, 2001, respectively.

7) On February  11,  2000,  the Company paid  $249,000  for  approximately  7.5%
interest in Consolidated Ecoprogress Technology, Inc. ("CES"). CES is a Canadian
environmental  technology  company  focused on being a leader in developing  and
selling  biodegradable  and  disposable  absorbent  products  such  as  diapers,
feminine  hygiene,  adult  incontinence  and other products.  This investment is
classified  in  accordance  with  Statement  of Financial  Accounting  Standards
("SFAS")  No.  115,  Accounting  for  Certain  Investments  in Debt  and  Equity
Securities,  as available for sale securities and is stated at market value. Any
change  in  market  value  between   periods  is  included  as  a  component  of
shareholders'  equity.  The  value of this  investment  as of June 30,  2002 was
$130,000.

8) At December 31,  2001,  the Company had  restructuring  reserves of $101,000.
Additions  and charges  against the  reserves  totaled  $145,000  and  $162,000,
respectively,  during the six months ended June 30,  2002,  leaving a balance of
$84,000 in the reserves at June 30, 2002. The activity is shown below:

<TABLE>
<CAPTION>
<S>                                        <C>                     <C>             <C>              <C>
         (in thousands)                    DECEMBER 31, 2001                                         JUNE 30, 2002
DESCRIPTION                                     BALANCE             ADDITIONS       DEDUCTIONS          BALANCE
-----------                                     -------             ---------       ----------          -------

Severance and consulting
     arrangements                                 $   26             $  145        $     (162)         $      9
Impaired equipment reserve                            75                  -               -                  75
                                                 ---------          ---------     -------------       ----------
Total                                             $  101             $  145        $     (162)         $     84
                                                 =========          =========     =============       ==========
</TABLE>

                                       6
<PAGE>

     During the six months ended June 30, 2002,  severance and vacation benefits
totaling  $145,000 were accrued and paid with respect to the  termination  of 19
employees of Microtek's Waynesville,  North Carolina facility and 4 employees of
the Company's OTI division.

9) In July 2001, the Financial  Accounting  Standards Board ("FASB") issued SFAS
No. 142,  Goodwill and Other Intangible  Assets.  SFAS No. 142 requires that the
amortization  of goodwill  cease  prospectively  upon adoption and instead,  the
carrying  value  of  goodwill  be  evaluated   using  an  impairment   approach.
Identifiable  intangible  assets will continue to be amortized over their useful
lives and reviewed for  impairment in accordance  with SFAS No. 144,  Accounting
for the Impairment or Disposal of Long-Lived  Assets.  SFAS No. 142 is effective
for fiscal years  beginning  after December 15, 2001, and was implemented by the
Company on  January 1, 2002.  The  initial  step of the  Company's  transitional
impairment  test was  completed  during  the  second  quarter  of  2002,  and no
impairment  loss was  indicated.  The Company is required to complete  the final
step  of the  transitional  impairment  test  by the  end  of the  fiscal  year.
Management  does not believe that a material  adjustment  will be necessary upon
completion of its final  assessment.  The  information  presented below could be
adjusted based on the results of this final assessment.

     The  Company's  goodwill  and  intangible  assets  as of June 30,  2002 and
December 31, 2001 are summarized as follows:

<TABLE>
<CAPTION>
<S>                                      <C>                    <C>                    <C>               <C>

            (in thousands)                             JUNE 30, 2002                            DECEMBER 31, 2001
                                                       -------------                            -----------------
                                         GROSS CARRYING         ACCUMULATED            GROSS CARRYING     ACCUMULATED
                                            AMOUNT              AMORTIZATION               AMOUNT         AMORTIZATION
                                            ------              ------------               ------         ------------

Goodwill                                  $   29,197            $    6,732               $   29,953         $    7,488
Customer lists                                   586                    75                      586                 62
Covenants not to compete                         575                   194                      575                124
Patent and license agreements                  3,888                 1,804                    3,847              1,701
Other                                            887                   164                      887                122
                                         ------------          ------------             ------------       ------------
Total                                     $   35,133            $    8,969               $   35,848         $    9,497
                                         ============          ============             ============       ============
</TABLE>

     The  following  financial  information  is presented as if SFAS No. 142 was
adopted at the beginning of the quarter ended June 30, 2001:

<TABLE>
<CAPTION>
      <S>                                                <C>                          <C>

                                                          THREE MONTHS ENDED           SIX MONTHS ENDED
      (in thousands, except per share data)                 JUNE 30, 2001                JUNE 30, 2001
                                                            -------------                -------------

Net  income as reported                                        $     845                   $   1,272
Goodwill amortization                                                264                         503
                                                              ------------                ------------
Adjusted net income                                            $   1,109                   $   1,775
                                                              ============                ============

Net income per common share - basic and diluted:
     As reported                                               $    0.02                   $    0.03
     Goodwill amortization                                          0.01                        0.01
                                                              ------------                ------------
     As adjusted                                               $    0.03                   $    0.04
                                                              ============                ============
</TABLE>

     Amortization  expense  related to  intangible  assets was  $114,000 for the
three months ended June 30, 2002 and 2001, and was $228,000 and $195,000 for the
six  months  ended  June  30,  2002 and  2001,  respectively.  Following  is the
estimated annual amortization expense subsequent to December 31, 2001:



                                       7
<PAGE>

                                                    AMORTIZATION
                           YEAR                        EXPENSE
                           ----                        -------
                        2002 - 2004                 $  454,000
                            2005                       431,000
                            2006                       287,500
                         2007-2011                     281,000
                            2012                       161,500
                            2013                        75,000
                         2014-2015                      70,000
                            2016                        24,000

ITEM 2.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

Net revenues for the three months ended June 30, 2002 (the "2002  Quarter") were
$21.2  million,  a decrease of $545,000 or 2.5 percent from the $21.7 million of
net  revenues  reported  for the three  months  ended  June 30,  2001 (the "2001
Quarter").  Net  revenues  for the six  months  ended  June 30,  2002 (the "2002
Period")  were $42.4  million,  an increase of $4.4 million or 11.5 percent over
the $38.0  million of net  revenues  reported  for the six months ended June 30,
2001 (the "2001  Period").  Excluding  licensing  revenues  associated  with the
amortization  of the  $10.5  million  payment  by  Allegiance  allocated  to the
Company's Supply and License Agreement with Allegiance, net revenues in the 2002
Quarter and 2002 Period were $20.8 million and $41.6 million,  respectively,  as
compared  to $21.3  million in the 2001  Quarter  and $37.2  million in the 2001
Period. The decrease in net revenues in the 2002 Quarter as compared to the 2001
Quarter is  attributable  to net  revenues in the 2001  Quarter  resulting  from
Microtek's  fulfillment and  elimination of backlog assumed in conjunction  with
Microtek's  acquisition  of the drape and CleanOp  product  lines of Deka in the
first quarter of 2001. The net revenues  increase in the 2002 Period as compared
to the 2001 Period is primarily  attributable  to the drape and CleanOp  product
lines acquired from Deka and to substantial  growth in Microtek's  international
net revenues. In addition, Microtek's CleanOp product line has shown significant
growth since being acquired from Deka.

For the 2002 Quarter,  Microtek's net revenues totaled $20.7 million, a decrease
of $514,000 or 2.4 percent  from net revenues of $21.3  million  reported in the
2001 Quarter.  Microtek's  net revenues for the 2002 Period were $41.3  million,
approximately  $4.4  million  more than the $36.9  million  reported in the 2001
Period.  The  following  tables  depict  Microtek's  domestic and  international
revenues and the relative  percentage of each to Microtek's  total  revenues for
the 2002 Quarter and 2001 Quarter and for the 2002 Period and the 2001 Period:

<TABLE>
<CAPTION>
      <S>                      <C>                   <C>                     <C>                  <C>

                               THREE MONTHS ENDED JUNE 30, 2002              THREE MONTHS ENDED JUNE 30, 2001
                                    AMOUNT           % OF TOTAL                   AMOUNT          % OF TOTAL
      Domestic                    $   17.7               85.3%                   $   18.6             87.5%
      International                    3.0               14.7%                        2.7             12.5%
                                 ----------          ----------                -----------        ----------
      Total                       $   20.7              100.0%                   $   21.3            100.0%
                                 ==========          ==========                ===========        ==========


                                  SIX MONTHS ENDED JUNE 30, 2002               SIX MONTHS ENDED JUNE 30, 2001
                                    AMOUNT           % OF TOTAL                   AMOUNT          % OF TOTAL
      Domestic                    $   35.5               85.8%                   $   32.5             88.1%
      International                    5.8               14.2%                        4.4             11.9%
                                 ----------          ----------                -----------        ----------
      Total                       $   41.3              100.0%                   $   36.9            100.0%
                                 ==========          ==========                ===========        ==========
</TABLE>



                                       8
<PAGE>

Microtek's  domestic  revenues  are  generated  through two primary  channels or
customer  categories,  hospital  branded and  contract  manufacturing  (commonly
referred  to as OEM).  Included  in the  Company's  OEM  revenues  are  sales of
products to custom  procedure tray companies and other  "non-branded" or private
label customers.  Microtek's  domestic revenues in the 2002 Quarter decreased by
$900,000 from the 2001 Quarter. Of this amount, $788,000 was attributable to OEM
revenue  declines in the 2002 Quarter.  As discussed above, OEM net revenues for
the 2001 Quarter included a substantial amount of backlog assumed in conjunction
with the Deka  acquisition.  Revenues from such backlog was not recurring in the
2002  Quarter.  Hospital  branded net revenues for the 2002 Quarter  declined by
$112,000  from the 2001  Quarter.  This decline was due  primarily to a $694,000
decrease  in  safety  product  revenues  resulting  from  increased  competitive
pressures.  Lower safety product  revenues were  partially  offset by a $542,000
increase  in  revenues  from  the  CleanOp  product  line  acquired  from  Deka.
Microtek's  core  hospital  branded  revenues in the 2002 Quarter were about the
same as the corresponding revenue in the 2001 Quarter.

On a  year-to-date  basis,  OEM  revenues in the 2002 Period  increased  by $2.4
million or 17.5 percent from the 2001 Period due  primarily to revenues from the
angiography drape and equipment drape product lines acquired from Deka. Hospital
branded net revenues in the 2002 Period were approximately  $534,000 higher than
in the 2001 Period due primarily to a $1.2 million increase in revenues from the
CleanOp  product line acquired from Deka and to modest growth in Microtek's core
hospital branded product lines. These increases in hospital branded net revenues
were offset by a decrease  of $1.0  million in safety  products  revenues in the
2002 Period.

Microtek's international net revenues were $3.0 million for the 2002 Quarter, an
increase  of  $300,000  or 14.5  percent  over the 2001  Quarter.  International
revenues  for the 2002 Period were $5.8  million,  or $1.4 million more than the
$4.4 million reported for the 2001 Period.  The improvements in the 2002 Quarter
and 2002 Period are  attributable to  international  revenues  stemming from the
Deka acquisition and internal growth of approximately 18 percent.

OTI's net revenues were $417,000 in the 2002 Quarter versus $420,000 in the 2001
Quarter.  OTI's net revenues  were  approximately  $1.0 million in both the 2002
Period and 2001 Period.  Licensing  revenues in the 2002 Quarter and 2002 Period
were $356,000 and $713,000,  respectively,  as compared to $377,000 and $756,000
in the 2001  Quarter and 2001  Period,  respectively.  The Company will cease to
recognize the non-cash  licensing  revenues in December 2002.  Included in OTI's
net revenues for the 2002 Quarter and 2002 Period were  revenues  related to its
nuclear  operations  of  approximately  $25,000 and $115,000,  respectively.  As
announced in May 2002,  the Company has entered  into an agreement  with Eastern
Technologies,  Inc.  ("ETI") and has transferred most of the sales and marketing
responsibilities for its OREX nuclear product line to ETI. Under this agreement,
ETI serves as the exclusive licensee of OREX LaunderableTM  products for sale in
the United  States and Canada and a  nonexclusive  licensee  of OTI's  Certified
SolubleTM  products in that territory.  Additionally ETI serves as the exclusive
operator of processing services to the nuclear power industry for these products
in the United States and Canada.

Gross  margins in the 2002  Quarter and 2002  Period were 40.0  percent and 40.3
percent,  respectively, and are slightly higher than the margins of 39.0 percent
recorded in the 2001 Quarter and 39.9 percent recorded in the 2001 Period.

Operating expenses as a percentage of net revenues in the 2002 Quarter were 35.6
percent versus 34.0 percent in the 2001 Quarter. For the 2002 Period,  operating
expenses as a percentage  of net revenues  were 34.4 percent as compared to 35.6
percent for the 2001 Period.  Selling,  general and administrative expenses were
$7.2 million or 33.9 percent of net  revenues in the 2002  Quarter,  versus $6.6
million  or 30.2  percent  of net  revenues  in the 2001  Quarter.  For the 2002
Period, selling,  general and administrative expenses were $13.9 million or 32.9
percent of net  revenues,  as compared to $11.9  million or 31.4  percent of net
revenues  in the 2001  Period.  During the second  quarter of 2002,  the Company


                                       9
<PAGE>

recorded   additional   severance  and  reorganization   costs  related  to  the
restructure  of its OTI  division and its  alliance  with ETI. The  aggregate of
these restructuring expenses was approximately $0.01 per basic and diluted share
and increased selling,  general and  administrative  expenses as a percentage of
net revenues in the 2002 Quarter by approximately 1.4 percent. Additionally, the
increases  noted  in  the  absolute  dollar  amount  of  selling,   general  and
administrative expenses and in selling, general and administrative expenses as a
percentage  of net revenues in 2002 result from the  Company's  expansion of its
marketing focus and allocation of additional  resources to marketing its branded
products.

Research and development expenses decreased by $191,000 and $481,000 in the 2002
Quarter and 2002 Period, respectively,  as compared to the 2001 Quarter and 2001
Period,  due  to  significant  reductions  in  product  development  costs.  The
reduction in research and  development  expenses  reflects  the  Company's  more
narrow focus on new market  opportunities  in the nuclear power industry for its
OREX Degradable products and new healthcare market opportunities for Microtek.

Amortization of intangibles in the 2002 Quarter and 2002 Period was $114,000 and
$228,000,  respectively,  a  decrease  of  $264,000  from the 2001  Quarter  and
$470,000  from  the 2001  Period.  These  decreases  result  primarily  from the
Company's adoption of Statement of Financial  Accounting  Standards ("SFAS") No.
142,  Goodwill and Other Intangible  Assets,  on January 1, 2002. Upon adoption,
the Company  ceased to amortize  goodwill and instead will evaluate the carrying
value of its goodwill  using an  impairment  approach.  Identifiable  intangible
assets will  continue to be  amortized  over their useful lives and reviewed for
impairment  on a  periodic  basis.  Had the  provisions  of SFAS No. 142 been in
effect  beginning on January 1, 2001,  amortization  of intangibles for the 2001
Quarter and 2001 Period  would have  decreased  by  approximately  $264,000  and
$503,000,   respectively.  The  decrease  attributable  to  non-amortization  of
goodwill  in  the  2002  Period  was  offset  slightly  by the  amortization  of
identifiable  intangible assets acquired in the Deka and MICROBasix acquisitions
which were completed in the 2001 Period.

Income from  operations  for the 2002  Quarter and 2002 Period was  $924,000 and
$2.5  million,  respectively,  versus $1.1  million in the 2001 Quarter and $1.6
million in the 2001 Period. For the 2002 Quarter, Microtek's operating profit of
$1.3 million  declined by $400,000  from the $1.7  million  recorded in the 2001
Quarter.  For the 2002 Period,  Microtek's  operating profit was $3.1 million, a
modest increase over the operating  profit of $2.9 million  recorded in the 2001
Period.  The operating losses recorded by the Company's OTI division in the 2002
Quarter  and  2002  Period  were  $369,000  and  $516,000,  respectively,  which
represent a 37.5  percent  improvement  over the  $591,000 in  operating  losses
recorded  in the  2001  Quarter  and a 57.4  percent  improvement  over the $1.2
million in operating losses recorded in the 2001 Period. As discussed above, the
operating  losses in the 2002  Quarter and 2002 Period  would have been  further
reduced if not for the severance and  restructuring  charges which were recorded
in the 2002 Quarter.

Interest expense,  net of interest income, was $137,000 and $295,000 in the 2002
Quarter and 2002 Period,  respectively,  as compared to $160,000 and $154,000 in
the 2001  Quarter and 2001  Period,  respectively.  The $23,000  decrease in net
interest  expense in the 2002  Quarter as compared to the 2001 Quarter is due to
reduced  borrowings on the Company's lines of credit facility and lower interest
rates during the 2002 Quarter.  The $141,000 increase in net interest expense in
the 2002  Period  as  compared  to the 2001  Period is the  result of  increased
interest  expense  resulting from higher  average  borrowings and lower interest
income on cash and cash  equivalents  due to lower average cash balances  during
2002.

The Company's provision for income taxes in the 2002 Quarter reflects an expense
of $61,000. Due to the Company's federal net operating loss carryforwards,  this
expense consists primarily of state and foreign income taxes.



                                       10
<PAGE>

The resulting  net income for the 2002 Quarter was $790,000,  or $0.02 per basic
and diluted share, bringing the Company's net income for the 2002 Period to $2.1
million,  or $0.05 per basic and diluted  share.  While the Company's net income
for the 2002 Quarter is  consistent  with the $0.02 per basic and diluted  share
reported  for the 2001  Quarter,  the  Company's  earnings  for the 2002  Period
represent an increase of approximately  $846,000, or $0.02 per basic and diluted
share, over the net income reported for the 2001 Period.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30,  2002,  the  Company's  cash and cash  equivalents  totaled  $9.9
million as compared to $10.6 million at December 31, 2001.

During the 2002 Period, the Company's operating activities provided cash of $4.5
million as compared to cash used in operating  activities of $3.5 million in the
2001 Period.  The increase in cash provided by operating  activities in the 2002
Period is  attributable  to the Company's  increased  profitability  in the 2002
Period  and  improved  working  capital  management,  particularly  in  accounts
receivable and inventories. Cash used in investing activities in the 2002 Period
was  $981,000,  as  compared  to $12.5  million  in the 2001  Period.  Investing
activities  in the  2002  Period  consisted  of the  purchase  of  property  and
equipment.  Investing  activities  in the  2001  Period  included  the  Deka and
MICROBasix  acquisitions which consumed  approximately $12.0 million in cash and
purchases of property and  equipment of $562,000.  During the 2002 Period,  cash
used in financing  activities was $4.3 million.  Repayments  under the Company's
Credit  Agreement and other long-term debt agreements in the 2002 Period totaled
$5.0  million.  Included  in this  amount  was a lump sum  payment to Thantex of
$341,000 under the product financing agreement described in the Company's Annual
Report. This payment satisfied in full the Company's remaining  obligation under
this  agreement.  During the 2002  Period,  the  Company  received  $843,000  in
proceeds  from the exercise of stock options and issuance of stock and purchased
45,000  shares of  treasury  stock for  $112,000.  Cash  provided  by  financing
activities  in the 2001 Period was $11.2 million  which  consisted  primarily of
borrowings under the Company's Credit Agreement of $10.7 million.

The Company  maintains a $17.5 million credit agreement (as amended to date, the
"Credit Agreement") with the Chase Manhattan Bank (the "Bank"),  consisting of a
revolving  credit  facility  maturing on June 30, 2004.  Borrowing  availability
under the revolving  credit  facility is based on the lesser of (i) a percentage
of eligible  accounts  receivable and inventory or (ii) $17.5 million,  less any
outstanding  letters of credit  issued under the Credit  Agreement.  Outstanding
borrowings  under the  revolving  credit  facility  were $7.9  million and $12.4
million at June 30, 2002 and  December 31,  2001,  respectively.  As of June 30,
2002,  the Company had  additional  borrowing  availability  under the revolving
facility  of $6.3  million.  As of  August  2,  2002,  the  Company's  borrowing
availability  under  the  revolving  facility  was $13.8  million,  of which the
Company had borrowed $7.6 million. Revolving credit borrowings bear interest, at
the Company's option,  at either a floating rate  approximating the Bank's prime
rate plus an interest margin (5.25% at August 2, 2002) or LIBOR plus an interest
margin  (4.16%  at  August  2,  2002).  At June 30,  2002,  the  Company  was in
compliance with its financial covenants under the Credit Agreement.

Based on its current  business plan, the Company  expects that cash  equivalents
and short term investments on hand, the Company's  credit facility,  as amended,
and funds budgeted to be generated from  operations will be adequate to meet its
liquidity and capital requirements for the next year. The Company's liquidity is
not dependent upon the use of off-balance  sheet financing  arrangements.  There
has been no significant  change in the Company's  contractual  obligations since
December  31, 2001.  Currently  unforeseen  future  developments  and  increased
working capital  requirements may require  additional debt financing or issuance
of common stock in 2002 and subsequent years.



                                       11
<PAGE>

CRITICAL ACCOUNTING POLICIES.

While the listing  below is not  inclusive  of all of the  Company's  accounting
policies,  the Company's  management  believes  that the following  policies are
those  which  are most  critical  and  embody  the most  significant  management
judgments and the  uncertainties  affecting their application and the likelihood
that materially  different amounts would be reported under different  conditions
or using different assumptions. These critical policies are:

Revenue  Recognition.  The  Company's  revenues are derived from the sale of its
products and are recognized at the time of shipment (i) when persuasive evidence
of a sale  arrangement  exists,  (ii) delivery has occurred,  (iii) the price is
fixed and determinable,  and (iv) collectibility of the associated receivable is
reasonably assured.  As discussed below,  significant  management  judgments and
estimates must be made and used in connection with the revenue recognized in any
accounting period.  Material  differences may result in the amount and timing of
the Company's revenues for any period if management made different  judgments or
utilized different estimates.

All sales of the Company's products are evidenced by a binding purchase order as
evidence of a sale  arrangement.  Sales through the Company's  distributors  are
evidenced by a master agreement which governs the  relationship  together with a
binding purchase order on a transaction by transaction basis. Delivery generally
occurs when the Company's products are delivered to a common carrier.

At the time of a sale  transaction,  the  Company  assesses  whether the related
sales price is fixed and determinable based on the payment terms associated with
the  transaction.  Sales prices due within the Company's  normal  payment terms,
which are 30 to 60 days from the invoice date for its domestic  customers and 90
to 120 days from the invoice date for  international  customers,  are considered
fixed and  determinable.  The Company does not  generally  extend  payment terms
outside its normal  guidelines.  The Company also assesses whether collection is
reasonably  assured  at the time of the sale  transaction  based on a number  of
factors,   including  past  transaction   history  with  the  customer  and  the
creditworthiness of the customer.

Sales Returns and Other  Allowances  and Allowance  for Doubtful  Accounts.  The
preparation of financial  statements  requires  management to make estimates and
assumptions  that  affect  the  reported  amount of  assets  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Specifically, management must make estimates of potential future product returns
related to current period product revenues.  The Company's sales arrangements do
not  generally  include  acceptance  provisions  or clauses.  Additionally,  the
Company does not  typically  grant its  distributors  or other  customers  price
protection  rights or rights to return  products  bought,  other than normal and
customary  rights of return for defects in materials or workmanship,  and is not
obligated to accept  product  returns for any other reason.  Actual returns have
not historically  been  significant.  Management  analyzes  historical  returns,
current  economic  trends and changes in customer  demand  when  evaluating  the
adequacy of its sales returns and other allowances.

Similarly,  the Company's management must make estimates of the uncollectibility
of  its  accounts   receivables.   Management   specifically  analyzes  accounts
receivable,   historical   bad   debts,   customer   concentrations,    customer
creditworthiness,  current economic trends and changes in its customers' payment
terms when evaluating the adequacy of its allowance for doubtful  accounts.  The
Company's  accounts  receivables at June 30, 2002 totaled $15.3 million,  net of
the allowance for doubtful accounts of $941,000.

Inventory  Valuation.  The  preparation  of the Company's  financial  statements
requires careful determination of the appropriate dollar amount of the Company's
inventory balances. Such amount is presented as a current asset in the Company's
balance sheet and is a direct determinant of cost of goods sold in the statement
of operations and therefore has a significant impact on the amount of net income
reported in an accounting  period.  The basis of accounting  for  inventories is
cost,  which is the sum of expenditures  and charges,  both direct and indirect,
incurred to bring the  inventory  quantities  to their  existing  condition  and


                                       12
<PAGE>

location.  The Company's  inventories are stated at the lower of cost or market,
with cost  determined  using the  first-in,  first-out  ("FIFO")  method,  which
assumes  that  inventory  quantities  are sold in the  order  in which  they are
manufactured or purchased.  The Company utilizes  standard costs as a management
tool. The Company's  standard cost  valuation of its  inventories is adjusted at
regular  intervals to reflect the approximate  cost of the inventory under FIFO.
The  determination of the indirect charges and their allocation to the Company's
work-in-process   and  finished  goods   inventories  is  complex  and  requires
significant  management judgment and estimates.  Material differences may result
in the  valuation of the Company's  inventories  and in the amount and timing of
the  Company's  cost of goods  sold and  resulting  net income for any period if
management made different judgments or utilized different estimates.

On a periodic  basis,  management  reviews its inventory  quantities on hand for
obsolescence, physical deterioration,  changes in price levels and the existence
of  quantities  on hand which may not  reasonably be expected to be used or sold
within the normal  operating cycles of the Company's  operations.  To the extent
that any of these  conditions  are  believed  to  exist  or the  utility  of the
inventory quantities in the ordinary course of business is no longer as great as
their carrying value, a reserve against the inventory  valuation is established.
To the extent that this reserve is established or increased during an accounting
period,  an  expense is  recorded  in the  Company's  statement  of  operations,
generally in cost of good sold.  Significant  management judgment is required in
determining  the amount and adequacy of this  reserve.  In the event that actual
results differ from management's  estimates or these estimates and judgments are
revised in future periods, the Company may need to establish additional reserves
which could materially  impact the Company's  financial  position and results of
operation.

As of June 30, 2002, the Company's  inventories  totaled $26.5  million,  net of
reserves for slow moving and obsolete  inventories  of $1.9 million.  Management
believes  that the  Company's  inventory  valuation,  together with the recorded
reserves  for slow moving and  obsolete  inventories,  results in  carrying  the
inventory at the lower of cost or market.

Accounting  for Income  Taxes.  In  conjunction  with  preparing  the  Company's
consolidated  financial  statements,  management  is required  to  estimate  the
Company's income tax liability in each of the jurisdictions in which the Company
operates.  This process  involves  estimating  the Company's  actual current tax
exposure together with assessing temporary  differences resulting from differing
treatment  of  items,  such as  goodwill  amortization,  for tax and  accounting
purposes.  These differences  result in deferred tax assets or liabilities which
are reflected in the Company's consolidated balance sheet.  Management must also
assess the likelihood  that the Company's  deferred tax assets will be recovered
from future taxable income. To the extent that management believes that recovery
is not likely,  a valuation  allowance must be established  and reviewed in each
accounting period.  Increases in the valuation allowance in an accounting period
requires  that the Company  record an expense  within its tax  provision  in its
consolidated statement of operations.

Significant  management  judgment  is  required  in  determining  the  Company's
provision  for income  taxes,  its deferred tax assets and  liabilities  and any
valuation  allowance  recorded against the Company's net deferred tax assets. At
June 30, 2002, the Company's net deferred tax assets  totaled $2.0 million.  The
Company has recorded a valuation allowance of $40.4 million as of June 30, 2002,
due to  uncertainties  related to the  Company's  ability to utilize some of its
deferred tax assets,  primarily  consisting of net operating loss carryforwards,
before they expire. The valuation  allowance is based on management's  estimates
of taxable income by jurisdiction  in which the Company  operates and the period
over which the deferred tax assets will be recoverable. In the event that actual
results  differ from these  estimates or these  estimates are adjusted in future
periods,  the Company may need to adjust this  valuation  allowance  which could
materially impact the Company's financial position and results of operation.



                                       13
<PAGE>

Valuation of Long-Lived and Intangible Assets and Goodwill. The Company assesses
the  impairment  of  identifiable  intangibles,  long-lived  assets and  related
goodwill whenever events or changes in circumstances  indicate that the carrying
value may not be  recoverable.  Factors that are  considered  by  management  in
performing this assessment include, but are not limited to, the following:

     o    The Company's  performance  relative to historical or projected future
          operating results;
     o    The  Company's  intended  use of  acquired  assets  or  the  Company's
          strategy for its overall business; and
     o    Industry or economic trends.

In the event  that the  carrying  value of  intangibles,  long-lived  assets and
related goodwill is determined to be impaired, such impairment is measured using
a discount  rate  determined  by  management  to be  commensurate  with the risk
inherent in the Company's current business model. At June 30, 2002, the net book
value of  goodwill  approximated  $22.5  million and the net book value of other
intangible assets approximated $3.7 million.

As  discussed  in  the  footnotes  to  the  condensed   consolidated   financial
statements,  on January 1, 2002, the Company  implemented SFAS No. 142, and as a
result, discontinued the periodic amortization of approximately $22.5 million of
goodwill  but will  continue  to  amortize  other  intangible  assets.  Goodwill
amortization  for the  full  year  of  2001  and the  2001  Period  amounted  to
approximately  $1.1 million,  or $0.026 per share,  and $503,000,  or $0.012 per
share,  respectively.  In lieu of amortization,  the Company will be required to
perform an initial  impairment  review of its goodwill in 2002 and an impairment
review  thereafter  at  least  annually.   The  Company  completed  its  initial
impairment review in the 2002 Quarter and no impairment charge was indicated.

FORWARD LOOKING STATEMENTS

Statements made in this Quarterly Report include forward-looking statements made
under the  provisions of the Private  Securities  Litigation  Reform Act of 1995
including,  but not limited to, expected  adjustments to the Company's financial
statements upon completion of the  transitional  impairment tests under SFAS No.
142, expected  amortization  expenses in 2002 and future periods, the ability of
the Company to meet its  liquidity  and  capital  requirements,  and  management
judgments  about future  events in the  application  of its critical  accounting
policies as described under "Critical  Accounting Policies" above. The Company's
actual results could differ materially from such forward-looking  statements and
such results will be affected by risks described in the Company's  Annual Report
including,  without limitation,  those described under "Risk Factors -History of
Net Losses",  "-Reliance upon Microtek",  "-Competition",  "-Product Liability",
"-Stock  Price  Volatility",  "-Dependence  on Key  Personnel",  "-Anti-takeover
Provisions",  "-Low  Barriers to Entry for  Competitive  Products",  "-Potential
Erosion of Profit Margins",  "-Risks of Completing Acquisitions",  "-Small Sales
and Marketing  Force",  "-Reliance  upon  Distributors",  "-Microtek  Regulatory
Risks",  "-Risks of  Obsolescence",  "-Reduced  OREX Market  Potential",  "-OREX
Commercialization  Risks",  "-OREX  Manufacturing  and  Supply  Risks",  "-Risks
Affecting Protection of Technology",  "-Risks of Technological Obsolescence" and
"-OTI  Regulatory  Risks".  We do not  undertake  to update our  forward-looking
statements to reflect future events or circumstances.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's greatest  sensitivity with respect to market risk is to changes in
the  general  level of U.S.  interest  rates and its effect  upon the  Company's
interest  expense.  At June 30, 2002, the Company had $8.3 million  long-term or
short-term  debt bearing  interest at floating  rates.  Because  these rates are
variable,  a 1%  increase in interest  rates would have  resulted in  additional


                                       14
<PAGE>

interest expense of approximately $48,000 for the six months ended June 30, 2002
and a 1% reduction  in interest  rates would have  resulted in reduced  interest
expense of approximately $48,000 for the six months ended June 30, 2002.


                                     PART II

                                OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

Not applicable.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

During the  quarter  for which  this  report is filed,  there  were no  material
modifications in the instruments defining the rights of shareholders. During the
quarter  for which this  report is filed,  none of the rights  evidenced  by the
shares of the Company's common stock were materially limited or qualified by the
issuance or modification of any other class of securities.

ITEM 3.           DEFAULT UPON SENIOR SECURITIES

Not applicable.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

During the period covered by this report,  the Company filed with the Securities
and Exchange  Commission and delivered to its  shareholders  the Company's Proxy
Statement for its Annual Meeting of Shareholders held May 23, 2002.

(a)  The Company's annual meeting of shareholders was held on May 23, 2002.
(b)  The  nominees  for the Board of  Directors  of the Company  are  identified
     below.
(c)  With  respect to the  election  of  directors,  the  inspector  of election
     tabulated the following votes:

       Nominee for Office    Number of Votes       Number of Votes    Abstention
       ------------------    ---------------       ---------------    ----------
                                   For                Withheld
                                   ---                --------

       Gene R. McGrevin          39,350,680           1,015,612          -
       Dan R. Lee                40,022,090             344,202          -
       Rosdon Hendrix            40,186,520             179,772          -
       Kenneth F. Davis          40,195,076             171,216          -
       John E. McKinley          40,201,336             164,956          -
       Ronald L. Smorada         40,164,286             202,006          -

(d)    With  respect to the  approval of the  amendment  to the  Company's  1999
       Long-Term  Incentive  Plan  increasing the number of shares for the award
       stock options and other stock awards to 3,200,000  shares,  the inspector
       of election tabulated the following votes:

       For               36,884,991


                                       15
<PAGE>

       Against            3,275,706
       Abstention           205,595

ITEM 5.   OTHER INFORMATION

None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)       Exhibits:

Exhibit
No.       Description
---       -----------

3.1(1)    Articles of Incorporation of Isolyser Company, Inc.

3.2(2)    Articles  of  Amendment  to  Articles  of  Incorporation  of  Isolyser
          Company, Inc.

3.3(3)    Amended and Restated Bylaws of Isolyser Company, Inc.

4.1(1)    Specimen Certificate of Common Stock

99.1      Certification  of Periodic  Financial  Reports by the Chairman,  Chief
          Executive Officer and President

99.2      Certification  of Periodic  Financial  Reports by the Chief  Financial
          Officer, Treasurer and Assistant Secretary

------------------

(1)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-1 (File No. 33-83474).

(2)  Incorporated by reference to Exhibit 3.2 of the Company's  Annual Report on
     Form 10-K for the year ended December 31, 1996.

(3)  Incorporated by reference to Exhibit 3.1 to the Company's Current Report on
     Form 8-K filed April 23, 2002.

(b)  The Company filed a Current  Report on Form 8-K on April 23, 2002 reporting
     under Item 5 thereof an  amendment  to the  Company's  Amended and Restated
     Bylaws.



                                       16
<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has caused  this  quarterly  report on Form 10-Q to be signed on its
behalf by the undersigned thereunto duly authorized on August 13, 2002.


                                            MICROTEK MEDICAL HOLDINGS, INC.



                                            By:  /s/ Dan R. Lee
                                               ---------------------------------
                                                Dan R. Lee
                                                President & CEO
                                                (principal executive officer)


                                            By:  /s/ R.G. Wilson
                                                --------------------------------
                                                 R. G. Wilson
                                                 Chief Financial Officer
                                                 (principal financial officer)






                                       17

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