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

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

                  For the quarterly period ended March 31, 2003

          [ ] 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 1-8191

                               PORTA SYSTEMS CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                              11-2203988
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

               6851 Jericho Turnpike, Suite 170, Syosset, New York
                    (Address of principal executive offices)

                                      11791
                                   (Zip Code)

                                  516-364-9300
                (Company's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes |X| No |_|

Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:

       Common stock (par value $0.01) 9,972,284 shares as of May 6, 2003


                                  Page 1 of 15
<PAGE>

PART I.- FINANCIAL INFORMATION
Item 1- Financial Statements

                      PORTA SYSTEMS CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                    March 31,         December 31,
                                                                                                      2003                2002
                                                                                                   ----------         ------------
                                    Assets                                                         (Unaudited)
<S>                                                                                                 <C>                <C>
Current assets:
     Cash and cash equivalents                                                                      $     259          $     779
     Accounts receivable - trade, less allowance for doubtful accounts                                  4,387              4,654
     Inventories                                                                                        3,275              3,363
     Prepaid expenses and other current assets                                                            424                329
                                                                                                    ---------          ---------
                  Total current assets                                                                  8,345              9,125

      Property, plant and equipment, net                                                                1,718              1,802
      Goodwill, net                                                                                     2,961              2,961
      Other assets                                                                                        222                340
                                                                                                    ---------          ---------
                  Total assets                                                                      $  13,246          $  14,228
                                                                                                    =========          =========

                    Liabilities and Stockholders' Deficit
Current liabilities:
      Senior debt                                                                                   $  25,145          $  25,070
      Subordinated notes                                                                                6,144              6,144
      6% convertible subordinated debentures                                                              385                385
      Accounts payable                                                                                  5,680              5,241
      Accrued expenses                                                                                  2,361              2,640
      Accrued interest payable                                                                          2,870              2,639
      Accrued commissions                                                                                 607                566
      Accrued deferred compensation                                                                       314                329
      Income taxes payable                                                                                307                302
      Short-term loans                                                                                      7                  8
                                                                                                    ---------          ---------
                  Total current liabilities                                                            43,820             43,324
                                                                                                    ---------          ---------

Deferred compensation                                                                                     867                839
                                                                                                    ---------          ---------
                  Total long-term liabilities                                                             867                839
                                                                                                    ---------          ---------

                  Total liabilities                                                                    44,687             44,163
                                                                                                    ---------          ---------
Stockholders' deficit:
      Preferred stock, no par value; authorized 1,000,000 shares, none issued                              --                 --
      Common stock, par value $.01; authorized 20,000,000 shares, issued
      10,003,224 and 10,003,224 shares at March 31, 2003 and December 31, 2002                            100                100
       Additional paid-in capital                                                                      76,059             76,059
       Accumulated deficit                                                                           (101,449)          (100,023)
       Accumulated other comprehensive loss:
               Foreign currency translation adjustment                                                 (4,213)            (4,133)
                                                                                                    ---------          ---------
                                                                                                      (29,503)           (27,997)
        Treasury stock, at cost                                                                        (1,938)            (1,938)
                                                                                                    ---------          ---------
                  Total stockholders' deficit                                                         (31,441)           (29,935)
                                                                                                    ---------          ---------
                  Total liabilities and stockholders' deficit                                       $  13,246          $  14,228
                                                                                                    =========          =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                  Page 2 of 15
<PAGE>

                      PORTA SYSTEMS CORP. AND SUBSIDIARIES
    Unaudited Consolidated Statements of Operations and Comprehensive (Loss)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                    March 31,           March 31,
                                                                                      2003                 2002
                                                                                    ---------           ---------
<S>                                                                                  <C>                 <C>
Sales                                                                                $ 4,374             $ 4,744
Cost of sales                                                                          3,381               3,866
                                                                                     -------             -------
     Gross profit                                                                        993                 878

Selling, general and administrative expenses                                           1,556               1,868

Research and development expenses                                                        572                 759
                                                                                     -------             -------
         Total expenses                                                                2,128               2,627
                                                                                     -------             -------

         Operating loss                                                               (1,135)             (1,749)

Interest expense                                                                        (307)               (874)
Interest income                                                                            1                   2
Other income (expense), net                                                               --                  (3)
                                                                                     -------             -------

         Loss before income taxes                                                     (1,441)             (2,624)

Income tax benefit (expense)                                                              15                 (13)
                                                                                     -------             -------

Net loss                                                                             $(1,426)            $(2,637)
                                                                                     =======             =======

Other comprehensive income (loss):

         Foreign currency translation adjustments                                        (80)                 21
                                                                                     -------             -------

Comprehensive loss                                                                   $(1,506)            $(2,616)
                                                                                     =======             =======

Per share data:

Basic per share amounts:

         Net loss per share of common stock                                          $ (0.14)            $ (0.26)
                                                                                     =======             =======

         Weighted average shares outstanding                                           9,972               9,972
                                                                                     =======             =======

Diluted per share amounts:

         Net loss per share of common stock                                          $ (0.14)            $ (0.26)
                                                                                     =======             =======

         Weighted average shares outstanding                                           9,972               9,972
                                                                                     =======             =======
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                  Page 3 of 15
<PAGE>

                      PORTA SYSTEMS CORP. AND SUBSIDIARIES
                 Unaudited Consolidated Statements of Cash Flows
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                          Three Months Ended
                                                                                                      March 31,         March 31,
                                                                                                        2003              2002
                                                                                                      ---------         ---------
<S>                                                                                                    <C>               <C>
Cash flows from operating activities:
     Net (loss)                                                                                        $(1,426)          $(2,637)
     Adjustments to reconcile net (loss) to net cash
       used in operating activities:
         Depreciation and amortization                                                                     139               167
         Amortization of debt discounts                                                                     --                 2
Changes in operating assets and liabilities:
         Accounts receivable                                                                               267              (566)
         Inventories                                                                                        88               810
         Prepaid expenses and other current assets                                                         (95)             (342)
         Other assets                                                                                      118               125
         Accounts payable, accrued expenses and other liabilities                                          450                14
                                                                                                       -------           -------
              Net cash used in operating activities                                                       (459)           (2,427)
                                                                                                       -------           -------

Cash flows from investing activities:
         Capital expenditures, net                                                                         (62)               (5)
                                                                                                       -------           -------
              Net cash used in investing activities                                                        (62)               (5)
                                                                                                       -------           -------

Cash flows from financing activities:
         Proceeds from senior debt                                                                          75             1,681
         Proceeds from exercised options and warrants                                                       --                 2
         Repayments of short term loans                                                                     (1)               (1)
                                                                                                       -------           -------
              Net cash provided by financing activities                                                     74             1,682
                                                                                                       -------           -------

     Effect of exchange rate changes on cash                                                               (73)               15
                                                                                                       -------           -------

     Decrease in cash and cash equivalents                                                                (520)             (735)

     Cash and cash equivalents - beginning of the year                                                     779             1,204
                                                                                                       -------           -------

     Cash and cash equivalents - end of the period                                                     $   259           $   469
                                                                                                       =======           =======

     Supplemental cash flow disclosure:

         Cash paid for interest expense                                                                $     1           $     6
                                                                                                       =======           =======

         Cash paid for income taxes                                                                    $     4           $    27
                                                                                                       =======           =======
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                  Page 4 of 15
<PAGE>

                      PORTA SYSTEMS CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Management's Responsibility For Interim Financial Statements Including
        All Adjustments Necessary For Fair Presentation

      Management  acknowledges  its  responsibility  for the  preparation of the
accompanying  interim  consolidated   financial  statements  which  reflect  all
adjustments, consisting of normal recurring adjustments, considered necessary in
its opinion for a fair statement of its consolidated  financial position and the
results of its operations for the interim period presented.  These  consolidated
financial  statements  should  be  read  in  conjunction  with  the  summary  of
significant  accounting policies and notes to consolidated  financial statements
included in the Company's  Form 10-K annual  report for the year ended  December
31, 2002.  These  financial  statements  have been  prepared  assuming  that the
Company will  continue as a going concern and,  accordingly,  do not include any
adjustments  that might result from the outcome of the  uncertainties  described
within.  The audit  opinion  included in the  December 31, 2002 Form 10-K annual
report  contained an explanatory  paragraph  regarding the Company's  ability to
continue as a going  concern.  The  factors  which  resulted in the  explanatory
paragraph  are  continuing.  Results for the first three  months of 2003 are not
necessarily indicative of results for the year. See Note 3.

Note 2: Inventories

      Inventories  are stated at the lower of cost (on the average or  first-in,
first-out  methods) or market.  The composition of inventories at the end of the
respective periods is as follows:

                                              March 31, 2003   December 31, 2002
                                              --------------   -----------------
                                                       (in thousands)
         Parts and components                     $1,688            $1,767
         Work-in-process                             385               208
         Finished goods                            1,202             1,388
                                                  ------            ------
                                                  $3,275            $3,363
                                                  ======            ======

Note 3: Senior and Subordinated Debt

      On  March  31,  2003,   the  Company's  debt  to  its  senior  lender  was
$25,145,000. Under prior amendments, the loan became due and payable on December
31, 2002.  In March 2003,  the senior  lender  agreed to an extension to May 15,
2003, and in May 2003,  the senior lender granted a further  extension to August
29, 2003. As a result,  the entire  balance of the Company's  obligations to its
senior  lender  becomes due and payable on August 29, 2003.  If the agreement is
not extended beyond August 29, 2003, and if the senior lender demands payment of
all or a significant  portion of the loan when due, the Company will not be able
to continue in business and may seek protection under the Bankruptcy Code.

      As of  March  31,  2003,  the  Company's  short-term  debt  also  included
$6,144,000 of subordinated  debt that became due on July 3, 2001 and $385,000 of
6%  debentures  which  became  due on  July 2,  2002.  Accrued  interest  on the
subordinated notes was approximately $2,513,000,  which represents interest from
July 2000 through March 31, 2003, and accrued  interest on the 6% debentures was
$58,000.  We are  precluded  by our senior  lender from paying any  principal or
interest on the subordinated debt.


                                  Page 5 of 15
<PAGE>

Note 4: Accounting for Stock Based Compensation

      The Company  applies the intrinsic value method as outlined in APB Opinion
No. 25, "Accounting for Stock Issued to Employees," and related  interpretations
in  accounting  for  stock  options.   Under  the  intrinsic  value  method,  no
compensation  expense  is  recognized  if the  exercise  price of the  Company's
employee stock options  equals the market price of the  underlying  stock on the
date of the grant. Accordingly,  no compensation cost has been recognized.  SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation,"  requires the Company to
provide pro forma  information  regarding net loss and net loss per common share
as if  compensation  cost  for the  Company's  stock  option  programs  had been
determined in accordance with the fair value method  prescribed  therein.  Since
there was no stock-based  compensation  in the quarters ended March 31, 2003 and
2002, pro forma loss is the same as the reported net loss.

Note 5: Segment Data

      The Company has three reportable segments:  Line Connection and Protection
Equipment  ("Line")  whose  products  interconnect  copper  telephone  lines  to
switching  equipment and provide fuse elements that protect telephone  equipment
and personnel from electrical  surges;  Operating  Support Systems ("OSS") whose
products automate the testing,  provisioning,  maintenance and administration of
communication  networks and the  management of support  personnel and equipment;
and Signal Processing  ("Signal") whose products are used in data  communication
devices that employ high frequency transformer technology.

      The factors used to determine the above segments focused  primarily on the
types of products and services provided,  and the type of customer served.  Each
of these  segments  is  managed  separately  from  the  others,  and  management
evaluates segment performance based on operating income.

      There has been no  significant  change from December 31, 2002 in the basis
of measurement of segment revenues and profit or loss, and no significant change
in the Company's assets.

                                                       Three Months Ended
                                                  March 31, 2003  March 31, 2002
                                                  --------------  --------------
Sales:
      Line                                          $2,161,000      $1,470,000
      OSS                                              913,000       2,045,000
      Signal                                         1,065,000       1,076,000
                                                    ----------      ----------
                                                    $4,139,000      $4,591,000
                                                    ==========      ==========

Segment profit (loss):
      Line                                          $    3,000      $ (661,000)
      OSS                                             (853,000)       (279,000)
      Signal                                           349,000         107,000
                                                    ----------      ----------
                                                    $ (501,000)     $ (833,000)
                                                    ==========      ==========


                                  Page 6 of 15
<PAGE>


The following table reconciles segment totals to consolidated totals:

                                                        Three Months Ended
                                                  March 31, 2003  March 31, 2002
                                                  --------------  --------------
Sales:
   Total revenue for reportable segments           $ 4,139,000      $ 4,591,000
   Other revenue                                       235,000          153,000
                                                   -----------      -----------
   Consolidated total revenue                      $ 4,374,000      $ 4,744,000
                                                   ===========      ===========

Operating loss:
   Total segment loss for reportable segments      $  (501,000)     $  (833,000)
   Corporate and unallocated                          (634,000)        (916,000)
                                                   -----------      -----------
   Consolidated total operating loss               $(1,135,000)     $(1,749,000)
                                                   ===========      ===========

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

      The  Company's  consolidated  statements  of  operations  for the  periods
indicated below, shown as a percentage of sales, are as follows:

                                                              Three Months Ended
                                                              ------------------
                                                                   March 31,
                                                                   ---------
                                                                2003     2002
                                                                ----     ----
Sales                                                           100%     100%
Cost of Sales                                                    77%      82%
Gross Profit                                                     23%      18%
Selling, general and administrative expenses                     36%      39%
Research and development expenses                                13%      16%
     Operating loss                                             (26%)    (37%)
Interest expense - net                                           (7%)    (18%)
Other                                                             0%       0%
Net (loss)                                                      (33%)    (55%)

      The  Company's  sales by product line for the periods ended March 31, 2003
and 2002 are as follows:

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                             $(000)
                                                       2003           2002
                                                       ----           ----

Line connection/protection equipment              $2,161    49%   $1,470    31%
OSS equipment                                        913    21%    2,045    43%
Signal Processing                                  1,065    24%    1,076    23%
Other                                                235     6%      153     3%
                                                  -------------   -------------
                                                  $4,374   100%   $4,744   100%
                                                  =============   =============


                                  Page 7 of 15
<PAGE>

Overview

      We  operate  in the  telecommunications  industry,  and our  customer-base
consists  largely of  government-owned  and  privately-owned  telecommunications
companies. During the past three years, the telecommunications industry has been
affected  by a worldwide  slowdown,  and many,  if not most,  telecommunications
companies  have  scaled  back  plans  for  expansion,  which has  resulted  in a
significant  drop in the requirements  for products  including  products such as
those sold by the Company.

      Our  business  is  divided  into three  segments  -- line  connection  and
protection  equipment  ("Line") which  interconnect  copper  telephone  lines to
switching  equipment and provide fuse elements that protect telephone  equipment
and personnel from electrical  surges;  Operating  Support Systems ("OSS") which
automate  the  testing,   provisioning,   maintenance  and   administration   of
communication  networks and the  management of support  personnel and equipment;
and signal processing  ("Signal")  equipment which is used in data communication
devices that employ high frequency transformer technology.

      Our  business  has been,  and is  continuing  to be,  affected by both the
worldwide  slowdown in the  telecommunications  industry  and the effects of our
financial  condition.  Because our OSS contracts are  long-term  contracts,  our
financial  condition  raises  concerns by our customers and potential  customers
about both our ability to perform our obligations under our contracts as well as
to provide  ongoing  services.  We  recognize  revenue  from OSS  contracts on a
percentage-of-completion   basis   primarily   measured  by  the  attainment  of
milestones. We recognize anticipated losses, if any, in the period in which they
are  identified.  We are  continuing  to sustain  operating  losses from the OSS
division.

      Our Line equipment is designed to connect copper-wired  telecommunications
networks and to protect  telecommunications  equipment from voltage  surges.  We
market this equipment to telephone  operating companies in the United States and
foreign countries.  Our Line division operated at about break-even for the three
months ended March 31, 2003. We market Signal  equipment  principally for use in
defense and aerospace  applications.  The Signal division generated an operating
profit for the three months ended March 31, 2003. We recognize revenue from Line
and Signal products when the product is shipped.

Results of Operations

      Our  sales  for  the  quarter   ended  March  31,  2003  were   $4,374,000
representing a decrease of $370,000 (8%) compared to the quarter ended March 31,
2002 of $4,744,000.  The overall decrease in sales primarily  reflected  reduced
sales of OSS products partially offset by increased sales from Line products .

      Line equipment  sales  increased by $691,000 (47%) from $1,470,000 for the
March 2002 quarter to $2,161,000 for the March 2003 quarter. The increased sales
resulted  from higher  levels of sales to  customers  in the United  Kingdom and
Mexico.

      OSS sales  decreased by $1,132,000  (55%) from  $2,045,000 for the quarter
ended March 31,  2002 to $913,000  for the  quarter  ended March 31,  2003.  The
decreased sales resulted from the inability to secure new orders  resulting from
the slowdown in the  telecommunications  market and the effects of our financial
condition  and from lower  levels of  contract  completion  during  the  current
quarter as compared to the same quarter last year.


                                  Page 8 of 15
<PAGE>

      Signal processing revenue for the quarter ended March 31, 2003 compared to
2002 decreased by $11,000 (1%) from $1,076,000 to $1,065,000.

      Gross  margin for the March 2003  quarter was 23%  compared to 18% for the
March  2002  quarter.  This  increase  in gross  margin is  attributable  to the
increased  level of sales in the Line business which enabled us to better absorb
certain fixed  expenses.  Additionally,  Signal margins  benefited from improved
absorption as well.

      Selling,  general and administrative  expenses decreased by $312,000 (17%)
from  $1,868,000  in the March  2002  quarter  to  $1,556,000  in the March 2003
quarter.  This  decrease  relates  primarily to reduced  salaries and  benefits,
consulting services and commissions reflecting our current level of business.

      Research  and  development  expenses  decreased  by  $187,000  (25%)  from
$759,000 in the March 2002 quarter to $572,000 in the March 2003  quarter.  This
decrease in research and development expenses results from our efforts to reduce
expenses  primarily related to the OSS business.  Our inability to fund research
and development  could  adversely  affect our ability to offer products based on
developing  technologies,  which  could  affect our  ability to sell  product in
future years.

      As a result of the  foregoing,  we had an operating loss of $1,135,000 for
the March 2003 quarter,  as compared to an operating  loss of $1,749,000 for the
March 2002 quarter.

      Interest  expense  decreased  by $567,000  (65%) from  $874,000 in 2002 to
$307,000 in 2003. This decrease is  attributable  to our amended  agreement with
our senior lender which provides that the old term loan, in the principal amount
of approximately  $23,000,000,  bears no interest commencing March 1, 2002 until
such time as the lender, in its sole discretion,  resumes interest charges.  The
senior lender has not resumed interest charges.

      As the result of the  foregoing,  our net loss was  $1,426,000,  $0.14 per
share  (basic  and  diluted),  for the March 2003  quarter  versus a net loss of
$2,637,000, $0.26 per share (basic and diluted), for the March 2002 quarter.

      Our losses are  continuing,  and we cannot give any assurance that we will
be able to operate profitably in the future. As a result of the deterioration of
our operating  revenue  resulting from both market  conditions and our financial
condition, we are evaluating various options,  including the sale of one or more
of our divisions.  If we are not  successful,  we may have no alternative but to
seek protection under the Bankruptcy Code.

Liquidity and Capital Resources

      At March 31, 2003, we had cash and cash  equivalents of $259,000  compared
with  $779,000 at December 31, 2002.  Our working  capital  deficit at March 31,
2003 was  $35,475,000,  compared to a working  capital deficit of $34,199,000 at
December  31,  2002.  The  reduced  level  of cash on hand  and  inventory,  and
increased levels of accrued interest, senior and subordinated debt, and accounts
payable, resulted in the increase in the working capital deficiency.  During the
March 2003 quarter, the net cash used by us in operations was $459,000.


                                  Page 9 of 15
<PAGE>

      As of March 31, 2003,  our debt includes  $25,145,000 of senior debt which
matures on August 29, 2003,  $6,144,000 of subordinated  debt that became due on
July 3, 2001,  and $385,000 of 6%  debentures  which became due on July 2, 2002.
The  maturity  date of the senior debt  reflects an extension of the maturity of
our senior debt to August 29, 2003,  which was granted on May 14, 2003.  We were
unable  to pay  the  principal  or  interest  on any of our  subordinated  debt.
Interest  on  the  subordinated  notes  was  approximately   $2,513,000,   which
represents  interest from July 2000 through March 31, 2003,  and interest on the
6%  debentures  was  $58,000.  At March  31,  2003,  we did not have  sufficient
resources to pay either the senior  lender or the  subordinated  lenders;  it is
unlikely  that we can  generate  such cash from our  operations,  and our senior
lender has precluded us from making any payments on the subordinated debt.

      Our  financial  condition  and stock  price  effectively  preclude us from
raising  funds  through the  issuance of debt or equity  securities,  we have no
other source of funds other than operations, and our operations are generating a
negative  cash flow.  We have in the past sought to raise funds through the sale
of one or more of our divisions, but our efforts to date have been unsuccessful.
We also do not have any  prospects of obtaining  an alternate  senior  lender to
replace our present lender.

      If the senior lender does not extend the maturity date of our obligations,
which mature on August 29,  2003,  and demands  payment of all or a  significant
portion of our obligations to the senior lender, we will not be able to continue
in business and we may seek  protection  under the  Bankruptcy  Code.  We cannot
assure  you  that  our  senior  lender  will  not  demand  payment  of  all or a
significant portion of our obligations.

      As a result of our continuing financial difficulties:

      o     we are having and we may continue to have difficulty  performing our
            obligations   under  our  contracts,   which  could  result  in  the
            cancellation  of  contracts  or the  loss  of  future  business  and
            penalties for non-performance;

      o     a number of our  suppliers  have  refused to ship to us until we pay
            all or a portion of the  outstanding  balance due to them, and other
            suppliers ship to us only on a COD basis; and

      o     a number of creditors have engaged attorneys or collection agencies,
            or commenced legal actions against us.

      The  creditors  include five former  senior  executives  who have deferred
compensation  agreements with us. The total payments due under these  agreements
are approximately $1.9 million,  of which $146,000 was due at March 31, 2003 and
an additional $196,000 becomes due in 2003. The claimants  commenced  litigation
that has been  adjourned  pending  settlement.  We are in the  latter  stages of
settlement negotiations with these creditors.

      We  are  seeking  to  address  our  need  for   liquidity   by   exploring
alternatives, including the possible sale of one or more of our divisions. If we
sell a division,  we anticipate  that a substantial  portion of the net proceeds
will be paid to our senior lender and we will not receive any significant amount
of working capital from such a sale.  During 2002, we took  additional  steps to
reduce overhead and headcount. We will continue to look to reduce costs while we
seek additional business from new and existing customers; however, unless we are
able to significantly  increase our revenue,  it may be necessary for us to seek
protection under the Bankruptcy Code.


                                 Page 10 of 15
<PAGE>

Forward Looking Statements

      Statements contained in this Form 10-Q include forward-looking  statements
that are subject to risks and uncertainties.  In particular,  statements in this
Form  10-Q  that  state  the  Company's   intentions,   beliefs,   expectations,
strategies,   predictions  or  any  other  statements  relating  to  our  future
activities   or  other  future  events  or   conditions   are   "forward-looking
statements."  Forward-looking statements are subject to risks, uncertainties and
other  factors,  including,  but not limited to,  those  identified  under "Risk
Factors,"  in our Form  10-K for the year  ended  December  31,  2002 and  those
described in "Management's  Discussion and Analysis of Financial  Conditions and
Results of Operations" in our Form 10-K and this Form 10-Q, and those  described
in any other filings by us with the Securities and Exchange Commission,  as well
as  general   economic   conditions  and  economic   conditions   affecting  the
telecommunications industry, any one or more of which could cause actual results
to differ materially from those stated in such statements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

      Although we conduct operations  outside of the United States,  most of our
contracts  and sales are dollar  denominated.  A portion of the revenue from our
United Kingdom  operations  and the majority of our United Kingdom  expenses are
denominated  in  Sterling.  Any   Sterling-denominated   receipts  are  promptly
converted into United States  dollars.  We do not engage in any hedging or other
currency  transactions.  For the three months ended March 31, 2003 and 2002, the
currency  translation  adjustment  was not  significant in relation to our total
revenue.

Item 4. Controls and Procedures

      Our chief executive  officer and chief  financial  officer have supervised
and  participated  in an  evaluation  of the  effectiveness  of  our  disclosure
controls and  procedures as of a date within 90 days of the date of this report,
and based on their  evaluations,  they believe that our disclosure  controls and
procedures (as defined in Rule 13a-14(c) of the Securities Exchange Act of 1934,
as amended) are designed to ensure that information  required to be disclosed by
us in the reports  that we file or submit under the  Securities  Exchange Act of
1934 is recorded,  processed,  summarized and reported,  within the time periods
specified in the  Commission's  rules and forms.  As a result of the evaluation,
there were no significant  changes in our internal  controls or in other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation.


                                 Page 11 of 15
<PAGE>

PART II - OTHER INFORMATION

Item 3. Defaults Upon Senior Securities.

      See Note 3 of Notes to Unaudited  Consolidated  Financial  Statements  and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations  --  Liquidity  and Capital  Resources"  for  information  concerning
defaults on our subordinated debt.

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits

            99.1  Certificate of Chief Executive Officer pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002.

            99.2  Certificate of Chief Financial Officer pursuant to Section 906
                  of the Sarbanes- Oxley Act of 2002.

      (b)   Reports on Form 8-K

            On March 31, 2003 the Company reported its results of operations for
            the year ended December 31, 2002.


                                 Page 12 of 15
<PAGE>

SIGNATURES

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

                                       PORTA SYSTEMS CORP.

      Dated May 14, 2003               By /s/ William V. Carney
                                          --------------------------------
                                              William V. Carney
                                              Chairman of the Board
                                              and Chief Executive Officer

      Dated May 14, 2003               By /s/ Edward B. Kornfeld
                                          --------------------------------
                                              Edward B. Kornfeld
                                              Senior Vice President
                                              and Chief Financial Officer


                                 Page 13 of 15
<PAGE>

William V. Carney does hereby  certify that he is the duly elected and incumbent
chief executive  officer of Porta Systems Corp (the "issuer") and he does hereby
certify,  with respect to the issuer's Form 10-Q for the quarter ended March 31,
2003 (the "report") as follows:

1.    He has reviewed the report;

2.    Based on his knowledge,  the report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary in order 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
      the report;

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

4.    He and the other  certifying  officer are responsible for establishing and
      maintaining  disclosure  controls  and  procedures,  as  defined  in  Rule
      13a-14(c)  of the  Securities  Exchange Act of 1934,  as amended,  for the
      issuer and have:

      i.    Designed  such  disclosure  controls and  procedures  to ensure that
            material   information   relating  to  the  issuer,   including  its
            consolidated  subsidiaries,  is made known to them by others  within
            those entities, particularly during the period in which the periodic
            reports are being prepared;

      ii.   Evaluated the effectiveness of the issuer's  disclosure controls and
            procedures  as of a date  within 90 days prior to the filing date of
            the report (the "Evaluation Date"); and

      iii.  Presented in the report their conclusions about the effectiveness of
            the  disclosure  controls  and  procedures  based  on  the  required
            evaluation as of the Evaluation Date

5.    He and  the  other  certifying  officer  have  disclosed  to the  issuer's
      auditors and to the audit  committee of the board of directors (or persons
      fulfilling the equivalent function):

      i.    All significant  deficiencies in the design or operation of internal
            controls  which  could  adversely  affect  the  issuer's  ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified  for the issuer's  auditors any  material  weaknesses  in
            internal controls; and

      ii.   Any fraud,  whether or not  material,  that  involves  management or
            other employees who have a significant role in the issuer's internal
            controls; and

6.    He and the other  certifying  officer have indicated in the 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 their most recent evaluation, including any corrective actions
      with regard to significant deficiencies and material weaknesses.

      By /s/ William V. Carney
         ----------------------------
         William V. Carney
         Chief Executive Officer


                                 Page 14 of 15
<PAGE>

Edward B. Kornfeld does hereby certify that he is the duly elected and incumbent
chief financial officer of Porta Systems Corp. (the "issuer") and he does hereby
certify,  with respect to the issuer's Form 10-Q for the quarter ended March 31,
2003 (the "report") as follows:

1.    He has reviewed the report;

2.    Based on his knowledge,  the report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary in order 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
      the report;

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

4.    He and the other  certifying  officer are responsible for establishing and
      maintaining  disclosure  controls  and  procedures,  as  defined  in  Rule
      13a-14(c)  of the  Securities  Exchange Act of 1934,  as amended,  for the
      issuer and have:

      i.    Designed  such  disclosure  controls and  procedures  to ensure that
            material   information   relating  to  the  issuer,   including  its
            consolidated  subsidiaries,  is made known to them by others  within
            those entities, particularly during the period in which the periodic
            reports are being prepared;

      ii.   Evaluated the effectiveness of the issuer's  disclosure controls and
            procedures  as of a date  within 90 days prior to the filing date of
            the report (the "Evaluation Date"); and

      iii.  Presented in the report their conclusions about the effectiveness of
            the  disclosure  controls  and  procedures  based  on  the  required
            evaluation as of the Evaluation Date

5.    He and  the  other  certifying  officer  have  disclosed  to the  issuer's
      auditors and to the audit  committee of the board of directors (or persons
      fulfilling the equivalent function):

      i.    All significant  deficiencies in the design or operation of internal
            controls  which  could  adversely  affect  the  issuer's  ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified  for the issuer's  auditors any  material  weaknesses  in
            internal controls; and

      ii.   Any fraud,  whether or not  material,  that  involves  management or
            other employees who have a significant role in the issuer's internal
            controls; and

6.    He and the other  certifying  officer have indicated in the 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 their most recent evaluation, including any corrective actions
      with regard to significant deficiencies and material weaknesses.

      By /s/ Edward B. Kornfeld
         ------------------------------
             Edward B. Kornfeld
             Chief Financial Officer


                                 Page 15 of 15