2


                                  UNITED STATES
                       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 October 31, 2002

                                       or

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

            For the transition period from __________ to ____________

                         COMMISSION FILE NUMBER 0-21695

                          Manchester Technologies, Inc.
             (Exact name of registrant as specified in its charter)

         New York                                         11-2312854
(State or other jurisdiction of                        (I.R.S. Employer
Incorporation or organization)                         Identification Number)

                                 160 Oser Avenue
                            Hauppauge, New York 11788
              (Address of registrant's principal executive offices)

                                 (631) 435-1199
              (Registrant'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 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                  [X] Yes [ ] No

As  of  December  4,  2002  there  were  7,990,215  outstanding  shares  of  the
registrant's Common Stock.
<PAGE>


                 MANCHESTER TECHNOLOGIES, INC. AND SUBSIDIARIES



                                Table of Contents

PART I.    FINANCIAL INFORMATION                                           Page

Item 1.    Condensed Consolidated Balance Sheets as of
              October 31, 2002  (unaudited) and July 31, 2002                3

           Condensed Consolidated Statements of Income for the
              Three Months  Ended October 31, 2002 and 2001 (unaudited)      4

           Condensed Consolidated Statements of Cash Flows for the
              Three Months Ended October 31, 2002 and 2001 (unaudited)       5

           Notes to Unaudited Condensed Consolidated Financial Statements    6

Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations                            9

Item 4.    Controls and Procedures                                          18


PART II.   OTHER INFORMATION



Item 6.    Exhibits and Reports                                             19












                                       2

<PAGE>






                         PART I - FINANCIAL INFORMATION

ITEM 1.    Financial Statements

                 Manchester Technologies, Inc. and Subsidiaries
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                 October 31, 2002  July 31, 2002
                                                     (Unaudited)
                                                     -----------       ---------
<S>                                                    <C>               <C>
Assets
Current assets:
  Cash and cash equivalents                            $ 8,645           $8,963
  Accounts receivable, net                              31,751           32,561
  Inventory                                             12,196           11,165
  Deferred income taxes                                    403              403
  Prepaid income taxes                                     497              426
  Prepaid expenses and other current assets                567              526
                                                           ---              ---

         Total current assets                           54,059           54,044

Property and equipment, net                              6,636            7,012
Goodwill, net                                            8,311            8,311
Deferred income taxes                                      803              803
Other assets                                               258              491
                                                           ---              ---

Total assets                                           $70,067          $70,661
                                                       =======          =======

Liabilities and shareholders' equity
Current liabilities:
  Accounts payable and accrued expenses                $22,659          $23,078
  Deferred service contract revenue                        535              868
                                                           ---              ---

         Total current liabilities                      23,194           23,946

Deferred compensation payable                              203              203
                                                           ---              ---

         Total liabilities                              23,397           24,149
                                                        ------           ------

Shareholders' equity:
  Preferred stock, $.01 par value; 5,000
   shares authorized, none issued                           -                 -
  Common stock, $.01 par value; 25,000 shares
   authorized, 7,990 and 7,990 issued and outstanding      80                80
  Additional paid-in capital                           18,942            18,942
  Deferred compensation                                   (23)              (23)
  Retained earnings                                    27,671            27,513
                                                       ------            ------

         Total shareholders' equity                    46,670            46,512
                                                       ------            ------

         Total liabilities and shareholders' equity   $70,067           $70,661
                                                      =======           =======
</TABLE>

See notes to unaudited condensed consolidated financial statements.
                                       3
<PAGE>

                 Manchester Technologies, Inc. and Subsidiaries
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (in thousands, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           Three months ended
                                                     October 31,     October 31,
                                                         2002            2001
                                                         ----            ----
<S>                                                     <C>            <C>
Revenue
     Products                                            $64,715       $58,872
     Services                                              3,570         2,694
                                                           -----         -----

                                                          68,285        61,566
                                                          ------        ------
Cost of revenue
     Products                                             56,918        51,261
     Services                                              2,403         1,811
                                                           -----         -----

                                                          59,321        53,072
                                                          ------        ------

     Gross profit                                          8,964         8,494

Selling, general and administrative expenses               8,840         8,395
                                                           -----         -----

     Income from operations                                  124            99

Interest and other income, net                               140            75
                                                             ---            --

     Income before income taxes                              264           174

Provision for income taxes                                   106            70
                                                             ---            --

     Net income                                           $  158        $  104
                                                          ======        ======

Net income per share
     Basic                                                 $0.02         $0.01
                                                           =====         =====
     Diluted                                               $0.02         $0.01
                                                           =====         =====

Weighted average shares outstanding
     Basic                                                 7,990         7,990
                                                           =====         =====
     Diluted                                               7,991         7,990
                                                           =====         =====


</TABLE>






See notes to unaudited condensed consolidated financial statements.
                                        4

<PAGE>

                 Manchester Technologies, Inc. and Subsidiaries
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           Three months ended
                                                       October 31,   October 31,
                                                          2002           2001
                                                          ----           ----
<S>                                                        <C>            <C>

Cash flows from operating activities:
   Net income                                               $158           $104
   Adjustments to reconcile net income to net
    cash from operating activities:
      Depreciation and amortization                          564            509
      Allowance for doubtful accounts                        125            290
      Change in assets and liabilities (net of
       effects of acquisition):
        Accounts receivable                                  685         (1,915)
        Inventory                                         (1,031)       (10,065)
        Prepaid income taxes                                 (71)          (263)
        Prepaid expenses and other current assets            179             49
        Other assets                                          13             (3)
        Accounts payable and accrued expenses               (419)         7,733
        Deferred service contract revenue                   (333)          (225)
                                                            ----           ----
           Net cash  used in operating activities           (130)        (3,786)
                                                            ----         ------
Cash flows from investing activities:
      Capital expenditures                                  (188)          (343)
      Payment for acquisition, net of cash acquired            -         (1,454)
                                                            ----         ------

           Net cash used by investing activities            (188)        (1,797)
                                                            ----         ------
Cash flows from financing activities:
      Payments on notes payable - bank                         -           (433)
      Payments on notes payable - other                        -            (43)
                                                              --            ---

           Net cash used in financing activities               -           (476)
                                                              --           ----
Net decrease in cash and cash equivalents                   (318)        (6,059)
Cash and cash equivalents at beginning of period           8,963         14,493
                                                           -----         ------
Cash and cash equivalents at end of period               $ 8,645        $ 8,434
                                                         =======        =======
</TABLE>








See notes to unaudited condensed consolidated financial statements.
                                       5
<PAGE>

                 Manchester Technologies, Inc. and Subsidiaries
         Notes to Unaudited Condensed Consolidated Financial Statements
                 (in thousands except share and per share data)

 1.    Organization and Basis of Presentation

     Manchester   Technologies,   Inc.,   ("Manchester,"  "we,"  "us,"  or  "the
Company"),  is a single-source  solutions provider  specializing in hardware and
software  procurement,   custom  networking,  storage,  display  technology  and
enterprise   and  Internet   solutions.   The  Company   offers  its   customers
single-source  solutions  customized  to  their  information  systems  needs  by
integrating  its analysis,  design and  implementation  services with  hardware,
software,  networking products and peripherals from leading vendors. The Company
operates in a single segment.

     Sales of hardware,  software and networking  products comprise the majority
of the Company's revenues.  The Company has entered into agreements with certain
suppliers and  manufacturers  that may provide the Company favorable pricing and
price  protection in the event the vendor reduces its prices.

     The accompanying  financial  information should be read in conjunction with
the financial  statements,  including the notes  thereto,  for the annual period
ended July 31, 2002.  The financial  information  included  herein is unaudited;
however, such information reflects all adjustments  (consisting solely of normal
recurring adjustments) which are, in the opinion of management,  necessary for a
fair statement of results for the interim periods. The results of operations for
the three month period ended October 31, 2002 are not necessarily  indicative of
the results to be expected for future interim periods or the entire year.

   2.     Net Income Per Share

     Basic net income per share has been  computed by dividing net income by the
weighted  average  number of common shares  outstanding.  Diluted net income per
share has been computed by dividing net income by the weighted average number of
common shares  outstanding,  plus the assumed exercise of dilutive stock options
and warrants,  less the number of treasury  shares  assumed to be purchased from
the proceeds of such  exercises  using the average market price of the Company's
common  stock  during  each  respective  period.   Stock  options  and  warrants
representing  801,000 and 934,000  shares for the three months ended October 31,
2002 and 2001, respectively,  have been excluded from the calculation of diluted
net income per share as they are  antidilutive.  The following table  reconciles
the  denominators  of the basic and  diluted  per share  computations.  For each
period, the numerator is the net income as reported.
<TABLE>
<CAPTION>

                                                               Three months ended
                                              October 31, 2002                  October 31, 2001
                                              ----------------                  ----------------
                                                          Per share                           Per share
                                         Shares           amount             Shares            amount
                                         ------           ------             ------            ------
<S>                                      <C>                <C>              <C>                 <C>
      Basic                              7,990,000          $0.02            7,990,000           $0.01
      Effect of dilutive options             1,000                                   -
                                             -----                             -------

      Diluted                            7,991,000          $0.02            7,990,000           $0.01
                                         =========          =====            =========           =====
</TABLE>


3.       Acquisitions

 Donovan Consulting Group, Inc.
 ------------------------------

     On August 29, 2001, the Company  acquired all of the  outstanding  stock of
Donovan Consulting Group, Inc. ("Donovan"), a Delaware corporation headquartered
near  Atlanta,  Georgia.  Donovan is a  technical  services  firm that  delivers
Wireless LAN solutions to customers nationwide. The acquisition,  which has been


                                       6
<PAGE>

                 Manchester Technologies, Inc. and Subsidiaries
         Notes to Unaudited Condensed Consolidated Financial Statements
                 (in thousands except share and per share data)

accounted  for  as a  purchase,  consisted  of a cash  payment  of  $1,500  plus
potential future contingent payments. Contingent payments of up to $1,000 may be
payable on each of  November  2, 2002 and  November  2, 2003 based upon  Donovan
achieving  certain  agreed-upon  increases in revenue and pre-tax  earnings.  No
contingent  payment  was  made on  November  2,  2002.  In  connection  with the
acquisition,  the  Company  assumed  approximately  $435 of bank debt and $43 of
other debt,  which were  subsequently  repaid.  Donovan was acquired in order to
strengthen the Company's position in the Wireless LAN arena.  Donovan allows the
Company  to  offer  total  Wireless  LAN  solutions  including  state of the art
products  as well as the  services  necessary  to have  those  products  operate
optimally.

     Operating  results of Donovan are  included in the  condensed  consolidated
statements of income from the  acquisition  date.  The  estimated  fair value of
tangible assets and liabilities  acquired was $497 and $869,  respectively.  The
excess of the  aggregate  purchase  price over the  estimated  fair value of the
tangible  net  assets  acquired  was  approximately  $1,872.  The  factors  that
contributed  to the  determination  of the  purchase  price  and  the  resulting
goodwill  include  the  significant  growth  expected  in this  area  due to the
combination  of the  Company's  long history of strong  customer  relationships,
financial  strength and stability  coupled with Donovan's  product offerings and
highly skilled  technical staff. The $1,872 will not be amortized;  however,  it
will be subject to impairment  testing in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets."

     The presentation of supplemental pro forma financial  information is deemed
immaterial.

e.Track Solutions, Inc.
-----------------------

     On November 9, 2001, the Company  acquired all of the outstanding  stock of
e.Track Solutions,  Inc.  ("e.Track"),  a New York corporation  headquartered in
Pittsford,  New York.  e.Track is a business  and  software  services  firm that
delivers business,  Internet and information  technology  solutions to customers
nationwide.  The  acquisition,  which  has  been  accounted  for as a  purchase,
consisted of cash  payments of $290  (including  debt  assumed and  subsequently
repaid).  e.Track  was  acquired  in order to allow  the  Company  to offer  our
customers  customized  software  solutions  along with the products and services
that we have traditionally offered.

     Operating  results of e.Track are  included in the  condensed  consolidated
statements of income from the  acquisition  date.  The  estimated  fair value of
tangible assets and liabilities  acquired was $116 and $192,  respectively.  The
excess of aggregate purchase price over the estimated fair value of the tangible
net assets acquired was $291. The factors that contributed to the  determination
of the purchase price and the resulting  goodwill  include the expectation  that
the combination of e.Track's highly skilled  technical  staff,  coupled with the
Company's  financial  strength and  customer  base,  will result in  significant
growth at e.Track going  forward.  The $291 will not be amortized;  however,  it
will be subject to impairment testing in accordance with SFAS No. 142, "Goodwill
and Other Intangible Assets."

     The presentation of supplemental pro forma financial  information is deemed
immaterial.

4.        Recently Issued Accounting Standards

     In July 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 143,  "Accounting for
Asset Retirement  Obligations"  ("SFAS 143"). SFAS 143 establishes an accounting
standard  requiring  the recording of the fair value of  liabilities  associated
with the  retirement  of  long-lived  assets  in the  period  in which  they are

                                       7
<PAGE>


                 Manchester Technologies, Inc. and Subsidiaries
         Notes to Unaudited Condensed Consolidated Financial Statements
                 (in thousands except share and per share data)

incurred. The Company has adopted the provisions of SFAS 143 effective August 1,
2002.  The  adoption  of SFAS  143  did not  have a  significant  effect  on the
Company's results of operations or its financial position.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  of  Long-Lived  Assets"  ("SFAS  144"),  which  addresses  financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
This  statement  supersedes  SFAS No. 121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of," while retaining
the fundamental  recognition and measurement provisions of that statement.  SFAS
144 requires that a long-lived  asset to be  abandoned,  exchanged for a similar
productive  asset or distributed  to owners in a spin-off to be considered  held
and used until it is disposed of.  However,  SFAS 144 requires  that  management
consider revising the depreciable life of such long-lived asset. With respect to
long-lived  assets to be disposed of by sale, SFAS 144 retains the provisions of
SFAS No. 121 and, therefore,  requires that discontinued operations no longer be
measured  on a net  realizable  value  basis and that  future  operating  losses
associated with such discontinued operations no longer be recognized before they
occur.  SFAS 144 is effective for all fiscal  quarters of fiscal years beginning
after  December 15, 2001.  The Company has adopted the provisions of SFAS 144 as
of August 1, 2002. The adoption of SFAS 144 did not have any material  impact on
the Company's condensed consolidated financial statements.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Statements
No. 4, 44, and 64,  Amendment of SFAS No. 13 and Technical  Corrections"  ("SFAS
145").  SFAS  145  updates,   clarifies  and  simplifies   existing   accounting
pronouncements  by rescinding  Statement 4, which  required all gains and losses
from extinguishments of debt to be aggregated and, if material, classified as an
extraordinary  item, net of related income tax effect. As a result, the criteria
in Opinion 30 will now be used to classify those gains and losses. Additionally,
the  Statement  requires  that certain  lease  modifications  that have economic
effects  similar to  sale-leaseback  transactions  be accounted  for in the same
manner as sale-leaseback transactions. The Company has adopted the provisions of
SFAS 145 as of August 1, 2002.  The adoption of SFAS 145 did not have any impact
on the Company's condensed consolidated financial statements.

     In July  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities" ("SFAS 146"). SFAS 146 will spread
out the reporting of expenses  related to  restructurings  initiated after 2002,
because commitment to a plan to exit an activity or dispose of long-lived assets
will no  longer  be enough to  record a  liability  for the  anticipated  costs.
Instead,  companies will record exit and disposal costs when they are "incurred"
and can be  measured  at fair  value,  and they  will  subsequently  adjust  the
recorded  liability for changes in estimated cash flows. The Company is required
to adopt the  provisions of SFAS 146 as of January 1, 2003. The Company does not
believe  that  the  adoption  of this  statement  will  have any  impact  on the
Company's   condensed   consolidated   financial   statements   as  no   planned
restructuring charges currently exist.

                                       8
<PAGE>


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

Forward Looking Statements

     The following discussion and analysis of financial condition and results of
operations  of the  Company  should be read in  conjunction  with the  condensed
consolidated  financial statements and notes thereto appearing elsewhere in this
report and with the Company's annual report on Form 10-K for the year ended July
31, 2002. The following discussion contains certain  forward-looking  statements
within the meaning of the Securities Act of 1933, as amended, and Section 21E of
the Securities and Exchange Act of 1934, as amended,  which  statements are made
pursuant to the safe harbor  provisions  of The  Private  Securities  Litigation
Reform Act of 1995.  Forward looking  statements are not historical  facts,  are
based on the Company's  beliefs and  expectations as of the date of this report,
and involve risks and  uncertainties  that could cause actual  results to differ
materially  from the results  anticipated in those  forward-looking  statements.
These risks and  uncertainties  include,  but are not limited to those set forth
below and the risk factors described in the Company's Annual Report on Form 10-K
for the year ended July 31,  2002,  and those set forth in the  Company's  other
filings from time to time with the Securities and Exchange Commission.

General

     We are an  integrator  and  reseller of  computer  hardware,  software  and
networking  products,  primarily for  commercial  customers and a distributor of
display  technology  solutions and plasma display monitors  primarily to dealers
and  system  integrators.   We  offer  our  customers  single-source  solutions,
customized to their information systems needs, by integrating  analysis,  design
and implementation  services with hardware,  software,  networking  products and
peripherals  from  leading  vendors.  To date,  most of our  revenues  have been
derived  from  product  sales.  We  generally  do not  develop or sell  software
products. However, certain computer hardware products sold by us are loaded with
prepackaged software products.

Certain Trends and Uncertainties

     The computer  industry is characterized by a number of potentially  adverse
business  conditions,   including  pricing  pressures,   evolving   distribution
channels,  market  consolidation and a decline in the rate of growth in sales of
personal   computers.   Heightened  price  competition  among  various  hardware
manufacturers  may result in reduced per unit revenue and declining gross profit
margins.  As a result of the intense price competition  within our industry,  we
have experienced  increasing  pressure on our gross profit and operating margins
with respect to our sale of products.  Our inability to compete  successfully on
the  pricing of  products  sold,  or a  continuing  decline in gross  margins on
products  sold due to adverse  industry  conditions or  competition,  may have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

     An integral  part of our strategy is to increase our  value-added  services
revenue.  These services  generally  provide higher operating margins than those
associated  with the sale of products.  This  strategy  requires us, among other
things,  to  attract  and  retain  highly  skilled  technical   employees  in  a
competitive   labor   market,   provide   additional   training   to  our  sales
representatives  and enhance our existing service  management  system. We cannot
predict  whether we will be  successful  in  increasing  our focus on  providing
value-added  services,  and the  failure  to do so may have a  material  adverse
effect on our business, results of operations and financial condition.

     Geographic Issues. Our strategy also includes expanding our presence in the
New York metropolitan  area by increasing our sales and service  capabilities in
our New  York  City  office  and  enlarging  our  sales,  service  and  training
capabilities   at  our  Long   Island   headquarters,   as  well  as   expanding
geographically  into growing  business centers in the eastern half of the United
States.  We cannot  assure you that the  expansion of our New York  metropolitan
area operations will increase  profits  generated by such  operations,  that the
opening of new offices will prove profitable, or that these expansion plans will
not substantially  increase future capital  expenditures or other  expenditures.
The failure of this  component of our strategy may materially  adversely  affect
our business, results of operations and financial condition.

                                       9
<PAGE>


     Our  strategy,   encompassing  the  expansion  of  service  offerings,  the
expansion of existing offices and the establishment of new regional offices, has
challenged   and  will   continue  to  challenge  our  senior   management   and
infrastructure. We cannot predict our ability to respond to these challenges. If
we fail to  effectively  manage  our  planned  growth,  there may be a  material
adverse effect on our business, results of operations and financial condition.

     On  September  11,  2001,  the World Trade  Center in New York City and the
Pentagon  in  Washington,  D.C.  were  the  subjects  of  terrorist  attacks.  A
significant  part of our  business  is  generated  from  our New  York  City and
Baltimore/Washington,  D.C. offices. We cannot predict the impact that potential
future  attacks may have on our business,  results of  operations  and financial
condition.

     Personnel  Issues.  The success of our strategy  depends in large part upon
our ability to attract and retain highly skilled  technical  personnel and sales
representatives,   including  independent  sales  representatives,   in  a  very
competitive  labor  market.  Our ability to grow our service  offerings has been
somewhat limited by a shortage of qualified personnel,  and we cannot assure you
that  we will  be  able  to  attract  and  retain  such  skilled  personnel  and
representatives.  The loss of a  significant  number of our  existing  technical
personnel or sales representatives, difficulty in hiring or retaining additional
technical personnel or sales  representatives,  or reclassification of our sales
representatives as employees may have a material adverse effect on our business,
results of operations and financial condition.

     Competition. The computer industry is characterized by intense competition.
We directly  compete  with local,  regional and  national  systems  integrators,
value-added  resellers  and  distributors  as  well  as  with  certain  computer
manufacturers  that market through direct sales forces and/or the Internet.  The
computer industry has recently experienced a significant amount of consolidation
through mergers and acquisitions,  and  manufacturers of personal  computers may
increase  competition  by  offering a range of  services  in  addition  to their
current  product  and service  offerings.  In the  future,  we may face  further
competition  from new market entrants and possible  alliances  between  existing
competitors.  Moreover,  additional  suppliers and  manufacturers  may choose to
market  products  directly to end users  through a direct sales force and/or the
Internet rather than or in addition to channel distribution, and may also choose
to market services, such as repair and configuration  services,  directly to end
users. Some of our competitors have or may have,  greater  financial,  marketing
and other  resources,  and may offer a broader  range of products and  services,
than  us.  As a  result,  they may be able to  respond  more  quickly  to new or
emerging technologies or changes in customer requirements,  benefit from greater
purchasing  economies,  offer more  aggressive  hardware and service  pricing or
devote greater resources to the promotion of their products and services. We may
not be able to compete successfully in the future with these or other current or
potential competitors.

     Vendor  Relationships and Product  Availability.  Our business is dependent
upon our relationships with major manufacturers and distributors in the computer
industry.  Many aspects of our business are affected by our  relationships  with
major manufacturers,  including product availability, pricing and related terms,
and reseller  authorizations.  The increasing demand for personal  computers and
ancillary  equipment has resulted in significant  product shortages from time to
time, because manufacturers have been unable to produce sufficient quantities of
certain products to meet demand. In addition,  many  manufacturers  have adopted
"just  in  time"   manufacturing   principles  that  can  reduce  the  immediate
availability of a wide range of products at any one time. We cannot predict that
manufacturers  will maintain an adequate supply of these products to satisfy all
the  orders of our  customers  or that,  during  periods  of  increased  demand,
manufacturers  will provide  products to us, even if available,  or at discounts
previously offered to us. In addition, we cannot assure you that the pricing and
related terms offered by major  manufacturers  will not adversely  change in the
future.  Our failure to obtain an  adequate  supply of  products,  the loss of a
major  manufacturer,   the  deterioration  of  our  relationship  with  a  major
manufacturer  or our inability in the future to develop new  relationships  with
other  manufacturers  may  have a  material  adverse  effect  on  our  business,
financial   condition  and  results  of   operations.   On  May  3,  2002,   the
Hewlett-Packard Company and Compaq Computer Corporation merged.  Manchester sold
the products of both  companies and we believe that we had strong  relationships

                                       10
<PAGE>

with both companies and continue to have a strong  relationship  with the merged
company. While we do not believe that there will be a material adverse effect on
our business,  financial condition and results of operations as a result of this
merger,  there can be no assurance that such a material  adverse effect will not
occur.

     Certain   manufacturers   offer  market  development   funds,   cooperative
advertising and other promotional programs to systems integrators,  distributors
and computer  resellers.  We rely on these funds for many of our advertising and
promotional  campaigns.  In recent years,  manufacturers  have generally reduced
their level of support with respect to these programs,  which has required us to
increase  spending of our own funds to obtain the same level of advertising  and
promotion.  If manufacturers continue to reduce their level of support for these
programs, or discontinue them altogether,  we would have to further increase our
advertising and promotion spending,  which may have a material adverse effect on
our business, financial condition and results of operations.

     Our  profitability  has been  affected  by our  ability  to  obtain  volume
discounts from certain  manufacturers,  which has been dependent,  in part, upon
our  ability  to sell  large  quantities  of  products  to  computer  resellers,
including value added resellers. Our sales to resellers have been made at profit
margins   generally  less  favorable  than  our  sales  directly  to  commercial
customers.  Our  inability to sell  products to computer  resellers  and thereby
obtain the desired volume discounts from manufacturers or to expand our sales to
commercial  customers  sufficiently  to  offset  our  need to rely on  sales  to
computer resellers may have a material adverse effect on our business, financial
condition and results of operations.

     On September 29, 2002 the Pacific  Maritime  Association,  which represents
shipping  companies  and  terminal  operators  on the west  coast of the  United
States,  locked out approximately 10,500 members of the International  Longshore
and Warehouse  Union. The lock out led to a 10-day shut down of the docks on the
west  coast of the U.S.  and  disrupted  the  normal  importation  of goods  and
products  through  the  west  coast,  which  disruption  continues  to  be  felt
throughout  the U.S. As a result,  we  experienced,  and continue to experience,
product shortages and an increase of product allocations by manufacturers. We do
not know when the effects of the lock out will subside and we can not predict at
this time the impact the lock out had or will have on our  business,  financial
condition and results of operations.

     Changing  Technology;  Inventory  Risk.  The markets for our  products  and
services  are   characterized  by  rapidly  changing   technology  and  frequent
introduction of new hardware and software products and services. This may render
many existing products and services noncompetitive, less profitable or obsolete.
Our  continued  success  will  depend  on our  ability  to keep  pace  with  the
technological   developments  of  new  products  and  services  and  to  address
increasingly  sophisticated customer requirements.  Our success will also depend
upon our  abilities  to address  the  technical  requirements  of our  customers
arising  from new  generations  of computer  technologies,  to obtain  these new
products from present or future  suppliers and vendors at reasonable  costs,  to
educate and train our employees as well as our  customers  with respect to these
new products or services and to integrate  effectively and efficiently these new
products into both our internal systems and systems developed for our customers.
We may not be successful in  identifying,  developing and marketing  product and
service developments or enhancements in response to these technological changes.
Our failure to respond  effectively  to these  technological  changes may have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

     Rapid  product  improvement  and  technological   change  characterize  the
computer  industry.  This results in  relatively  short  product life cycles and
rapid product obsolescence,  which can place inventory at considerable valuation
risk. Certain of our suppliers provide price protection to us, which is intended
to reduce the risk of inventory  devaluation due to price  reductions on current
products.  Certain of our suppliers also provide stock  balancing to us pursuant
to which we are able to  return  unsold  inventory  to a  supplier  as a partial
credit against  payment for new products.  There are often  restrictions  on the
dollar amount of inventory that we can return at any one time.  Price protection
and stock  balancing  may not be  available  to us in the future,  and,  even if
available,  these measures may not provide complete  protection against the risk
of excess or obsolete inventories. Certain manufacturers have reduced the period
for which they provide price protection and stock balancing rights.  Although we
maintain a sophisticated  proprietary  inventory  management  system,  we cannot
assure you that we will continue to successfully  manage our existing and future

                                       11
<PAGE>

inventory.  Our failure to successfully  manage our current or future  inventory
may have a material  adverse  effect on our  business,  financial  condition and
results of operations.

     As a result  of the  rapid  changes  which are  taking  place in  computer,
networking and display technologies, product life cycles are short. Accordingly,
our  product  offerings  change  constantly.  Prices of  products  change,  with
generally  higher prices early in the life cycle of the product and lower prices
near the end of the product's life cycle. The computer  industry has experienced
rapid declines in average selling prices of personal  computers and peripherals.
In some  instances,  we have been  able to  offset  these  price  declines  with
increases  in units  shipped.  There can be no assurance  that  average  selling
prices will not  continue to decline or that we will be able to offset  declines
in average selling prices with increases in units shipped.

     Acquisitions.  Our strategy  envisions  that part of our future growth will
come from acquisitions  consistent with our strategy.  There can be no assurance
that we will be able to  identify  suitable  acquisition  candidates  and,  once
identified,  to negotiate  successfully their acquisition at a price or on terms
and conditions  favorable to us, or to integrate the operations of such acquired
businesses  with  our  operations.  Certain  of  these  acquisitions  may  be of
significant  size  and may  include  assets  that  are  outside  our  geographic
territories or are ancillary to our core business strategy.

     Quarterly  Variations.  Our quarterly  revenue and  operating  results have
varied  significantly  in the past and are  expected to continue to do so in the
future.  Quarterly revenue and operating results generally fluctuate as a result
of the demand for our products and services,  the  introduction  of new hardware
and software  technologies  with  improved  features,  the  introduction  of new
services  by us and our  competitors,  changes  in the  level  of our  operating
expenses,  competitive conditions and economic conditions.  In particular,  over
the last  several  years,  we have  increased  certain  of our  fixed  operating
expenses, including a significant increase in personnel, as part of our strategy
to increase our focus on providing  systems  integration and other higher margin
and  value  added  services.  As a  result,  we  believe  that  period-to-period
comparisons of our operating  results should not be relied upon as an indication
of future performance.  In addition, the results of any quarterly period are not
necessarily indicative of results to be expected for a full fiscal year.

     Microsoft  Litigation.  Most of the  personal  computers  we  sell  utilize
operating  systems  developed  by  Microsoft  Corporation.   The  United  States
Department  of  Justice  has  brought  a  successful  antitrust  action  against
Microsoft.  On November  12,  2002,  the United  States  District  Court for the
District of Columbia issued an order entering a final judgment in the action. We
believe  that the  final  judgment,  if  implemented,  will not have a  material
adverse effect on our business,  results of operations and financial  condition.
However, the final judgment has been appealed, and we cannot predict the outcome
of the appeal or the effect that any  modifications  to the final judgment would
have on our business, results of operations or financial condition.

     Information  Technology  Systems.  Our success is  dependent in part on the
accuracy,  proper  utilization  and continuing  development  of our  information
technology systems, including our business application systems, Internet servers
and  telephony  system.  The  quality  and our  utilization  of the  information
generated by our information technology systems affects, among other things, our
ability  to conduct  business  with our  customers,  manage  our  inventory  and
accounts receivable,  purchase,  sell, ship and invoice our products efficiently
and on a timely  basis and  maintain  cost-efficient  operations.  While we have
taken  steps to protect our  information  technology  systems  from a variety of
threats,  including computer viruses and malicious hackers,  we cannot guarantee
that  such  steps  will  be  effective.  If  there  is a  disruption  to  or  an
infiltration of our information  technology systems, it could significantly harm
our business and results of operations.

     Stock Repurchase  Program.  The Company's Board of Directors has authorized
the  Company  to  repurchase  up  to $1  million  of  its  common  stock,  which
authorization is effective until the first Board of Directors  meeting following
the close of our 2003 fiscal year,  unless earlier  terminated by the Board. The
extent  to which  the  Company  repurchases  its  stock  and the  timing of such
purchases will depend upon market conditions and other corporate  considerations
to be evaluated by the Executive  Committee of the Board. The repurchase program

                                       12
<PAGE>

does not obligate the Company to repurchase any specific  number of shares,  and
repurchases  pursuant to the program may be  suspended or resumed at any time or
from  time to time  without  further  notice  or  announcement.  There can be no
assurance as to the effect, if any, that the adoption of the repurchase  program
or the making of  repurchases  thereunder  will have on the market  price of our
common stock.


E-Commerce

     We utilize a website and electronic  commerce system.  The site, located at
www.e-manchester.com  allows both  existing  customers,  corporate  shoppers and
others  to find  product  specifications,  compare  products,  check  price  and
availability  and place and track orders quickly and easily 24 hours a day seven
days a  week.  We have  made,  and  expect  to  continue  to  make,  significant
investments  and  improvements in our e-commerce  capabilities.  There can be no
assurance  that we will be successful in enhancing and  increasing  our business
through our expanded Internet presence.

Acquisitions

         Donovan Consulting Group, Inc.
         ------------------------------

     On August 29, 2001, the Company  acquired all of the  outstanding  stock of
Donovan, a Delaware corporation  headquartered near Atlanta, Georgia. Donovan is
a technical  services  firm that  delivers  Wireless LAN  solutions to customers
nationwide.  The  acquisition,  which  has  been  accounted  for as a  purchase,
consisted of a cash  payment of  $1,500,000  plus  potential  future  contingent
payments.  Contingent  payments  of up to  $1,000,000  may be payable on each of
November  2, 2002 and  November  2, 2003 based upon  Donovan  achieving  certain
agreed-upon increases in revenue and pre-tax earnings. No contingent payment was
made on  November  2, 2002.  In  connection  with the  acquisition,  the Company
assumed  approximately  $435,000 of bank debt and  $43,000 of other debt,  which
were  subsequently  repaid.  Donovan  was  acquired in order to  strengthen  the
Company's  position in the  Wireless  LAN arena.  Donovan  allows the Company to
offer total Wireless LAN solutions  including  state of the art products as well
as the services necessary to have those products operate optimally.

     Operating  results of Donovan are  included in the  condensed  consolidated
statements of income from the  acquisition  date.  The  estimated  fair value of
tangible   assets  and   liabilities   acquired  was   $497,000  and   $869,000,
respectively. The excess of the aggregate purchase price over the estimated fair
value of the tangible  net assets  acquired was  approximately  $1,872,000.  The
factors that  contributed  to the  determination  of the purchase  price and the
resulting  goodwill include the significant  growth expected in this area due to
the combination of the Company's long history of strong customer  relationships,
financial  strength and stability  coupled with Donovan's  product offerings and
highly skilled  technical staff. The $1,872,000 will not be amortized;  however,
it will be  subject  to  impairment  testing in  accordance  with SFAS No.  142,
"Goodwill and Other Intangible Assets."


         e.Track Solutions, Inc.
         -----------------------

     On November 9, 2001, the Company  acquired all of the outstanding  stock of
e.Track, a New York corporation headquartered in Pittsford, New York. e.Track is
a business and  software  services  firm that  delivers  business,  Internet and
information technology solutions to customers nationwide. The acquisition, which
has been  accounted  for as a purchase,  consisted of cash  payments of $290,000
(including debt assumed and subsequently repaid).  e.Track was acquired in order
to allow the Company to offer our customers  customized software solutions along
with the products and services that we have traditionally offered.

     Operating  results of e.Track are  included in the  condensed  consolidated
statements of income from the  acquisition  date.  The  estimated  fair value of
tangible   assets  and   liabilities   acquired  was   $116,000  and   $192,000,
respectively.  The excess of aggregate  purchase  price over the estimated  fair
value of the  tangible  net assets  acquired  was  $291,000.  The  factors  that
contributed  to the  determination  of the  purchase  price  and  the  resulting
goodwill  include the  expectation  that the  combination  of  e.Track's  highly

                                       13
<PAGE>

skilled  technical  staff,  coupled with the  Company's  financial  strength and
customer base, will result in significant  growth at e.Track going forward.  The
$291,000  will not be  amortized;  however,  it will be  subject  to  impairment
testing in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets."

Critical Accounting Policies

     Financial  Reporting  Release No. 60, which was released by the  Securities
and Exchange Commission,  encourages all registrants,  including the Company, to
include a discussion  of "critical"  accounting  policies or methods used in the
preparation of financial statements. The preparation of financial statements and
related disclosures in conformity with accounting  principles generally accepted
in  the  United  States  of  America  requires  management  to  make  judgments,
assumptions and estimates that affect the amounts  reported in the  consolidated
financial  statements  and  accompanying  notes.  Note  1  to  the  consolidated
financial statements in the Annual Report on Form 10-K for the fiscal year ended
July 31, 2002 describes the significant  accounting policies and methods used in
the preparation of the  consolidated  financial  statements.  Estimates are used
for, but not limited to, the accounting for the allowance for doubtful accounts,
inventory allowances, and goodwill impairments. Actual results could differ from
these  estimates.  The  following  critical  accounting  policies  are  impacted
significantly by judgments, assumptions and estimates used in the preparation of
the consolidated financial statements.

     The  allowance  for  doubtful  accounts is based on our  assessment  of the
collectibility  of  specific  customer  accounts  and the aging of the  accounts
receivable.  If there is a deterioration of a major customer's credit worthiness
or actual defaults are higher than our historical  experience,  our estimates of
the recoverability of amounts due us could be adversely affected.

     Inventory purchases and commitments are based upon future demand forecasts.
If there is a sudden and  significant  decrease  in demand for our  products  or
there is a higher risk of  inventory  obsolescence  because of rapidly  changing
technology  and  customer  requirements,  we may be  required  to  increase  our
inventory allowances and our gross margin could be adversely affected.

     We perform goodwill  impairment tests on an annual basis and between annual
tests in certain circumstances. In assessing the recoverability of the Company's
goodwill,  the Company must make various assumptions  regarding estimated future
cash flows and other factors in  determining  the fair values of the  respective
assets.  If these estimates or their related  assumptions  change in the future,
the Company may be required  to record  impairment  charges for these  assets in
future periods.  Any such resulting  impairment charges could be material to the
Company's results of operations.

                                       14
<PAGE>

      Results of Operations

     The  following  table sets forth,  for the periods  indicated,  information
derived from the Company's condensed consolidated statements of income expressed
as a percentage of related revenue or total revenue.
<TABLE>
<CAPTION>
                                              Percentage of Revenue for the
                                                  Three Months Ended
                                                        October 31,
                                                  2002              2001
                                                  ----              ----
          <S>                                     <C>              <C>
           Revenue
                Products                           94.8%            95.6%
                Services                            5.2              4.4
                                                    ---              ---

           Total revenue                          100.0            100.0
                                                  -----            -----

           Cost of revenue
                Products                           88.0             87.1
                Services                           67.3             67.2
                                                   ----             ----

            Total cost of revenue                  86.9             86.2
                                                   ----             ----
           Gross profit
                Products                           12.0             12.9
                Services                           32.7             32.8
                                                   ----             ----

           Total Gross Profit                      13.1             13.8

           Selling, general and
              administrative expenses              12.9             13.6
                                                   ----             ----
           Income from operations                   0.2              0.2

           Interest and other income, net           0.2              0.1
                                                    ---              ---
           Income before income taxes               0.4              0.3

           Provision for income taxes               0.2              0.1
                                                    ---              ---
           Net income                               0.2%             0.2%
                                                    ===              ===
</TABLE>


Three Months Ended October 31, 2002 Compared with Three Months Ended October 31,
2001

     Revenue.  Revenue increased by $6.7 million or 11% to $68.3 million for the
three  months  ended  October 31, 2002 from $61.6  million for the three  months
ended  October 31,  2001.  Revenue  from the sale of products  increased by $5.8
million or 10% while revenue from service offerings increased by $0.9 million or
33%. The increase in product revenue is primarily a result of increased sales of
display   monitors,   primarily  large  screen  flat  panel  displays,   by  our
Electrograph   subsidiary.   The  increase  in  service   revenue  is  primarily
attributable to the Company's acquisition of e.Track in November 2001 as well as
the Company's  continued focus on growing its sales of services and solutions to
its customers.

                                       15
<PAGE>


     Gross Profit.  Cost of revenue  includes the direct costs of products sold,
freight and the personnel costs  associated with providing  technical  services,
offset in part by certain market  development  funds related to volume purchases
provided by  manufacturers.  All other  operating costs are included in selling,
general  and  administrative   expenses,   offset  in  part  by  certain  market
development funds provided by manufacturers.  Gross profit increased by $470,000
or 6%, from $8.5  million for the three  months  ended  October 31, 2001 to $9.0
million for the three  months ended  October 31, 2002 while as a  percentage  of
revenue,  gross profit  decreased  from 13.8% for the three months ended October
31, 2001 to 13.1% for the three months ended October 31, 2002. Gross profit from
product  sales  increased  by  $186,000 or 2% while  gross  profit from  service
offerings increased by $284,000 or 32%. As a percentage of revenue, gross profit
from the sale of  products  decreased  from  12.9%  for the three  months  ended
October 31, 2001 to 12.0% for the three months ended October 31, 2002  primarily
as a result of  increased  sales of lower  margin  products as well as decreased
volume rebates received from  manufacturers.  As a percentage of revenue,  gross
profit from the sale of services  declined from 32.8% for the three months ended
October 31, 2001 to 32.7% for the three months ended October 31, 2002.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses increased by $445,000,  or 5% from $8.4 million for the
three months  ended  October 31, 2001 to $8.8 million for the three months ended
October  31,  2002.  The  increase is  principally  due to  increased  telephone
expenses  of  approximately   $100,000  and  increased   advertising   costs  of
approximately  $320,000,  primarily as a result of decreased market  development
activities,  such  as  training,   advertising  and  other  pre-approved  market
development  activities,  received from manufacturers for the three months ended
October 31, 2002 as compared to October 31, 2001.  As a  percentage  of revenue,
selling,  general and administrative expenses decreased from 13.6% for the three
months  ended  October 31,  2001 to 12.9%  million  for the three  months  ended
October 31, 2002.

     Interest and Other Income,  net. Interest and other income,  net, increased
by $65,000 from $75,000 for the three months ended  October 31, 2001 to $140,000
for the  three  months  ended  October  31,  2002  primarily  as a result of the
Company's  receipt of insurance  proceeds in the amount of $113,000 in the three
months ended October 31, 2002 partially offset by lower cash balances  available
for investment and lower interest rates available in the marketplace.

     Provision for income taxes.  Our effective tax rate was 40.2% for the three
months ended October 31, 2002 and October 31, 2001.

Liquidity and Capital Resources

     Our  primary  sources  of cash and cash  equivalents  have been  internally
generated  working capital from  profitable  operations.  The Company's  working
capital at October 31, 2002 and July 31, 2002 was  approximately  $30.9  million
and $30.1 million, respectively.

     Operations  for the three  months  ended  October 31, 2002 and 2001,  after
adding  back  non-cash  items,  provided  cash  of  approximately  $847,000  and
$903,000,  respectively.  During such periods,  other changes in working capital
used cash of approximately $977,000 and $4.7 million, respectively, resulting in
cash being used in  operating  activities  of  approximately  $130,000  and $3.8
million, respectively. Our accounts receivable and accounts payable balances, as
well as our investment in inventory, can fluctuate significantly from one period
to the  next  due to the  receipt  of  large  customer  orders  or  payments  or
variations  in  product   availability  and  vendor  shipping  patterns  at  any
particular date.

     Investment  activities for the three months ended October 31, 2002 and 2001
used cash of  approximately  $188,000 and $1.8  million,  respectively.  For the
three months ended October 31, 2002 this amount consisted solely of additions to
property  and  equipment.  For the three  months  ended  October  31, 2001 these
amounts included  additions to property and equipment of approximately  $343,000
and the payment for an acquisition,  net of cash acquired, of approximately $1.5
million.

                                       16
<PAGE>


     Financing  activities  did not provide or use any cash for the three months
ended October 31, 2002.  For the three months ended  October 31, 2001  financing
activities used cash of approximately  $476,000. This amount consisted solely of
net repayments of bank loans and other debt.

     We have  available  a line of credit with a  financial  institution  in the
aggregate  amount of $15.0  million.  At  October  31,  2002,  no  amounts  were
outstanding under this line.

     We believe that our current balances in cash and cash equivalents, expected
cash flows from  operations  and available  borrowings  under the line of credit
will be adequate to support current operating levels for the foreseeable future,
specifically  through  at least the end of fiscal  2003  which  ends on July 31,
2003. We currently have no material commitments for capital expenditures,  other
than  operating  leases that the Company has committed to for its facilities and
certain tangible  property.  Future capital  requirements of the Company include
those for the growth of working  capital items such as accounts  receivable  and
inventory,  the purchase of equipment,  expansion of facilities,  as well as the
possible  opening of new offices,  potential  acquisitions  and expansion of the
Company's  service  and  e-commerce  capabilities.  In  addition,  there  are no
transactions,  arrangements and other relationships with unconsolidated entities
or  other  persons  that  are  reasonably  likely  to  affect  liquidity  or the
availability of, or requirements for, capital resources.

     The Company regularly examines  opportunities for strategic acquisitions of
other  companies  or lines of business  and  anticipates  that it may issue debt
and/or equity securities either as direct consideration for such acquisitions or
to  raise  additional  funds to be used (in  whole  or in part) in  payment  for
acquired securities or assets. The issuance of such securities could be expected
to have a dilutive  impact on the  Company's  shareholders,  and there can be no
assurance as to whether or when any acquired business would contribute  positive
operating results commensurate with the associated investment.

Market Risk Disclosure

     The  Company  is not  exposed  to  significant  market  risk.  The  Company
primarily  invests its cash in mutual funds  consisting of U.S.  Government  and
Government  Agency  Securities,  Municipal  Bonds  and  Corporate  Fixed  Income
securities.  Neither  a 100 basis  point  increase  nor  decrease  from  current
interest rates would have a material effect on the Company's financial position,
results of operations or cash flows.

                                       17
<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES

     Within  90  days  prior  to  the  filing  of  this  report,  the  Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  evaluated  the  effectiveness  of  the  design  and  operation  of the
Company's  disclosure controls and procedures as defined in Rule 14(c) under the
Securities Exchange Act of 1934 (the "Exchange Act"). Based upon the evaluation,
the Chief  Executive  Officer  and the Chief  Financial  Officer  concluded  the
Company's  disclosure  controls and procedures were  effective,  in all material
respects,  in timely  alerting  them to  material  information  relating  to the
Company  (including  its  consolidated  subsidiaries)  and to  ensure  that  the
information  required to be  disclosed  in the  reports  the  Company  files and
submits under the Exchange Act is recorded,  processed,  summarized and reported
as and when required.

     There have been no significant  changes in the Company's  internal controls
or in  other  factors  subsequent  to the  date  of the  evaluation  that  could
significantly affect these controls.


                                       18

<PAGE>


PART II - OTHER INFORMATION

Item 6.     Exhibits and Reports

(a)      Exhibits
         --------

         10.19 - Fourth  Amendment  to  $15,000,000  Revolving  Credit  Facility
                 Agreement dated July 30, 2002 between Registrant and Citibank,
                 as Agent.

          99.1 - Certification  of Principal  Executive  Officer  Pursuant to 18
                 U.S.C.  Section 1350, as Adopted Pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.

          99.2 - Certification  of Principal  Financial  Officer  Pursuant to 18
                 U.S.C. Section 1350, as Adopted  Pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.

(b)     Reports on Form 8-K
        -------------------

1.   Form 8-K filed August 7, 2002 disclosing Press Release dated August 7, 2002
     announcing the appointment of the registrant's new Chief Financial Officer.

2.   Form 8-K filed August 8, 2002 disclosing Press Release dated August 8, 2002
     correcting a  misstatement  in the Press Release dated August 7, 2002 as to
     the effectiveness date of the registrant's new Chief Financial Officer.

3.   Form 8-K filed September 9, 2002  disclosing  Press Release dated September
     5, 2002 announcing that the registrant's Board of Directors  authorized the
     registrant to buy back up to $1 million of its common stock.

4.   Form 8-K filed October 1, 2002 disclosing Press Release dated September 27,
     2002  reporting  earnings for the fourth quarter and fiscal year ended July
     31, 2002.

5.   Form 8-K filed October 28, 2002 reporting  events under Item 9 - Regulation
     FD  Disclosure  disclosing  the  certification  of the  registrant's  Chief
     Executive  Officer and Chief Financial  Officer of the registrant's  Annual
     Report  on Form  10-K  for the year  ended  July 31,  2002  filed  with the
     Securities and Exchange Commission on October 28, 2002.


                                       19
<PAGE>



                          MANCHESTER TECHNOLOGIES, INC.

                                   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.



                                       MANCHESTER TECHNOLOGIES, INC.
                                       (Registrant)


DATE:   December 12, 2002              /S/ Barry R. Steinberg
                                        ----------------------
                                       Barry R. Steinberg
                                       President and Chief Executive Officer



DATE:   December 12, 2002              /S/ Elan Yaish
                                       --------------

                                       Elan Yaish
                                       Chief Financial Officer and
                                       Assistant Secretary

                                       20
<PAGE>

                                  CERTIFICATION

I, Barry R.  Steinberg,  President  and Chief  Executive  Officer of  Manchester
Technologies, Inc, certify that:

1.   I  have  reviewed  the   quarterly   report  on  Form  10-Q  of  Manchester
     Technologies, Inc.;

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

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

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

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

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

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

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

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

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

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: December 12, 2002

/S/ Barry R. Steinberg
----------------------
Barry Steinberg
Chief Executive Officer

                                       21
<PAGE>
                                  CERTIFICATION

I,   Elan  Yaish,  Chief  Financial  Officer of  Manchester  Technologies,  Inc,
     certify that:

1.   I  have  reviewed  the   quarterly   report  on  Form  10-Q  of  Manchester
     Technologies, Inc.;

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

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

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

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

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

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

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

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

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

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: December 12, 2002

/S/      Elan Yaish
-------------------
Elan Yaish
Chief Financial Officer


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