SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

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

    For the quarterly period ended March 31, 2001


[ ] 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: 001-10382


                         VALLEY FORGE SCIENTIFIC CORP.
             (Exact name of registrant as specified in its charter)

            PENNSYLVANIA                              23-2131580
   (State or other jurisdiction of                 (I.R.S. employer
    incorporation or organization)                 identification no.)

                 136 Green Tree Road, Oaks, Pennsylvania 19456

             (Address of principal executive offices and zip code)
                           Telephone: (610) 666-7500

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

                            Yes   X        No _____

At May 10, 2001 there were 8,067,812 shares outstanding of the Registrant's no
par value Common Stock.

<PAGE>

                         VALLEY FORGE SCIENTIFIC CORP.

                               INDEX TO FORM 10-Q

                                 March 31, 2001

                                                                       Page
                                                                       Number

Part I - Financial Information

     Item 1.  Financial Statements:

     Balance Sheets - March  31, 2001 and September 30, 2000.            1

     Statements of Operations for the three and six months
     ended March 31, 2001 and March 31, 2000.                            2

     Statements of Cash Flows for the six months
     ended March 31, 2001 and March 31, 2000.                            3

     Notes to Financial Statements.                                      4

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations.                       5

Part II - Other Information                                             10



                                      (i)
<PAGE>

                 VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS



                                    March 31,               September 30,
ASSETS                                2001                      2000
                                   (Unaudited)                (Audited)
Current Assets:
 Cash and cash equivalents          $    389,309             $    965,240
 Accounts receivable, net                902,636                  627,255
 Inventory                             1,614,403                1,177,847
 Prepaid items and
  other current assets                   163,215                  114,042
     Deferred income tax asset           133,085                  209,314
                                       ---------                ---------
          Total Current Assets         3,202,648                3,093,698

Property, Plant and Equipment, Net       162,894                  168,535
Intangible Assets, Net                   541,903                  582,200
Other Assets                               6,183                    7,646
                                       ---------                ---------
                                    $  3,913,628             $  3,852,079
                                       =========                =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Accounts payable and
 accrued expense                    $    263,065             $    182,185
                                         -------                  -------
          Total Current Liabilities      263,065                  182,185

Deferred Income Tax Payable               10,632                   20,661
                                         -------                  -------
          Total Liabilities              273,697                  202,846
                                         -------                  -------
Commitments and Contingencies

Stockholders' Equity:
 Preferred stock                               -                        -
 Common stock (no par,
  20,000,000 shares
  authorized, 8,067,812 shares
  issued and outstanding
  at March 31, 2001 and
  8,151,862 at
  September 30, 2000)                  3,748,724                3,859,430
 Retained earnings                      (108,793)                (210,197)
                                       ---------                ---------
          Total Stockholders' Equity   3,639,931                3,649,233
                                       ---------                ---------
                                    $  3,913,628             $  3,852,079
                                       =========                =========

                                      [1]
<PAGE>

                 VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)



                           For the Three Months         For the Six Months
                             Ended March 31,              Ended March 31,
                           2001           2000         2001          2000

Net Sales                  $1,251,804     $  708,441   $2,316,910    $1,816,054

Cost of Sales                 582,215        411,742    1,152,950       992,636
                            ---------        -------    ---------     ---------
Gross Profit                  669,589        296,699    1,163,960       823,418
                            ---------        -------    ---------     ---------
Other Costs:
 Selling, general and
  administrative              396,620        407,831      781,338       819,854
 Research and development     115,654        104,758      193,741       171,890
 Amortization                  20,149         20,149       40,297        40,297
                              -------        -------      -------       -------
   Total Other Costs          532,423        532,738    1,015,376     1,032,041
                              -------        -------    ---------     ---------
Income from Operations        137,166       (236,039)     148,584      (208,623)

Other Income:
 Interest income                9,101          7,927       24,220        18,512
                              -------        -------      -------       -------
Income (Loss) before
 Income Taxes                 146,267       (228,112)     172,804      (190,111)

Provision for (Benefit of)
 Income Taxes                  62,675        (77,880)      71,400       (61,280)
                              -------        -------      -------       -------
Net Income (Loss)          $   83,592     $ (150,232)  $  101,404    $ (128,831)
                              =======        =======      =======       =======

Earnings (Loss) per Share:
 Basic earnings (loss)
  per common share         $      .01     $     (.02)  $      .01    $     (.02)
                                  ===            ===          ===           ===
 Diluted earnings (loss)
  per common share         $      .01     $     (.02)  $      .01    $     (.02)
                                  ===            ===          ===           ===
Basic common shares
 outstanding                8,067,812      8,213,309    8,096,046     8,214,006

Diluted common shares
 outstanding                8,141,120      8,213,309    8,135,214     8,214,006

                                      [2]
<PAGE>

                 VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


                                                    For the Six Months Ended
                                                            March 31,
                                                        2001          2000

Cash Flows from Operating Activities:
     Net income (loss)                                $   101,404   $ (128,831)
     Adjustments to reconcile
      net income (loss) to net
     cash used in operating activities:
      Depreciation and amortization                        59,039       59,629
      Deferred income tax benefit                          66,200      (61,280)

Changes in assets and liabilities, net of
 effect from:
 (Increase) decrease in accounts receivable              (275,381)    (263,796)
 Decrease (increase) in inventory                        (436,556)    (276,745)
 Increase in prepaid items and other
  Current assets                                          (47,710)     (42,410)
 Increase in accounts payable and accrued
  expenses                                                 80,880       91,918
                                                          -------      -------
   Net cash used in operating expenses                   (452,124)    (621,515)
                                                          -------      -------
Cash Flows from Investing Activities:
     Purchase of property, plant and equipment            (13,101)      (1,138)
                                                           ------        -----
      Net cash used in investing activities               (13,101)      (1,138)
                                                           ------        -----
Cash Flows from Financing Activities:
 Repurchase of common stock                              (110,706)     (14,512)
                                                          -------       ------
      Net cash used in financing activities              (110,706)     (14,512)
                                                          -------       ------
Net Decrease in Cash and Cash Equivalents                (575,931)    (637,165)

Cash and Cash Equivalents - beginning of period           965,240    1,158,462
                                                          -------    ---------
Cash and Cash Equivalents - end of period             $   389,309   $  521,297
                                                          =======      =======

Supplemental Disclosures of Cash Flow Information:
 Cash paid during the year for:
  Interest                                            $         -   $        -
                                                              ===          ===
  Income taxes                                        $         -   $    2,500
                                                              ===        =====

                                      [3]
<PAGE>

                 VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1

Valley Forge Scientific Corp. ("VFSC") is engaged in the business of
developing, manufacturing and selling medical devices and products.  The
accompanying financial statements consolidate the accounts of the parent
company and its wholly-owned subsidiaries, Diversified Electornics Co., Inc.
and Valley Consumer Products, Inc.  All significant intercompany accounts and
transactions have been eliminated in consolidation.

NOTE 2

The September 30, 2000 balance sheet data was derived from audited financial
statements but does not include all disclosures required by generally accepted
accounting principles.  In the opinion of management, the accompanying
unaudited financial statements contain all adjustments necessary to present
fairly the financial position as of March 31, 2001 and the statements of
operations for the three and six months ended March 31, 2001 and 2000 and the
statements of cash flows for the six months ended March 31, 2001 and 2000.

The statements of operations for the three and six months ended March 31, 2001
and 2000 are not necessarily indicative of results for the full year.

While the Company believes that the disclosures presented are adequate to make
the information not misleading, these financial statements should be read in
conjunction with the financial statements and accompanying notes included in
the Company's Annual Report on Form 10-K for the fiscal year ended September
30, 2000.

NOTE 3

Earnings per share are based on the weighted average number of common shares
outstanding including common stock equivalents.

                                      [4]
<PAGE>



                         VALLEY FORGE SCIENTIFIC CORP.
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Results of Operations for the Three and Six  Months Ended March 31, 2001
Compared to the Three and Six Months Ended March 31, 2000.

Revenues

Sales of $1,251,804 for the three months ended March 31, 2001 were 77% greater
than sales of $708,441 for the three months ended March 31, 2000, while sales
of $2,316,910 for the six months ended March 31, 2001 were 28% greater than
sales of $1,816,054 for the six months ended March 31, 2000.The increase in
sales was primarily attributable to an increase in the volume of sales of our
dental products and neurosurgical products.  The increase in sales also
reflects sales of our neurosurgical disposable instruments, which were
introduced into the market after the second quarter of fiscal 2000.

For the three months ended March 31, 2001, sales to Bident International,
L.L.C., the distributor of our products in the dental market, amounted to
$433,930, which represented an increase of approximately 800% from sales for
the three months ended March 31, 2000, and an increase of 139% from sales for
the first quarter of fiscal 2001.  Codman & Shurtleff, Inc. ("Codman"), which
distributes our products in the field of neurosurgery, accounted for 64% of
sales for three months, and 71% for the six months, ended March 31, 2001.
Bident International, L.L.C, accounted for  35% of our sales in the three
months, and 27% of our sales in the six months, ended March 31, 2001.

 The following table sets forth the percentage of our sales generated by the
principal types of products we sell.

                             Three Months Ended              Six Months Ended
                             3/31/01    3/31/00              3/31/01  3/31/00

Bipolar electrosurgicals        57%       44%                  52%      56%
systems and irrigation system

Disposable cord/tubing sets     27%       33%                  31%      28%
and bipolar cords

Disposable instrumentation      11%       18%                  12%      10%

Other products                   5%        5%                   5%       6%

                                      [5]
<PAGE>

 Cost of Sales

Cost of sales for the three months ended March 31, 2001 was $582,215, which was
41% greater than the cost of sales for the three months ended March 31, 2000.
Gross profit was $669,589, or 54% of sales, for the three months ended March
31, 2001, as compared to gross profit of $296,699, or 42%  of sales, for the
three months ended March 31, 2000.  Changes in cost of sales and gross profit
margins were principally due to changes in product mix.

 Cost of sales for the six months ended March 31, 2001 was $1,152,950, which
was 16% greater than the cost of sales for the six months ended March 31, 2000.
Gross profit was $1,163,960, or 50% of sales, for the six months ended March
31, 2001, as compared to gross profit of $823,418, or 45% of sales, for the six
months ended March 31, 2000.  Changes in cost of sales and gross profit margin
were principally due to changes in product mix.

 Operating Expenses

Selling, general and administrative expenses decreased by 3% to $396,620 for
the three months, and decreased by 5% to $781,338 for the six months, ended
March 31, 2001.  Selling, general and administrative expenses are anticipated
to increase in the second half of fiscal 2001 to support increased sales levels
the Company has realized and anticipates for the remainder of the fiscal year.

Research and development expenses increased by 10% to $115,654 for the three
months, and increased by 13% to $193,741 for the six months, ended March 31,
2001.  The increase in research and development reflects our continued
commitment  to develop new applications for our bipolar electrosurgical
technology.

 Operating Income/Income Tax Provision

 We had income from operations of $137,166 for the three months ended March 31,
2001 as compared to a loss from operations of $236,039 for the three months
ended March 31, 2000.  Interest and other income amounted to $9,101 for the
three months ended March 31, 2001, as compared to $7,927 for the three months
ended March 31, 2000. The provision for income taxes was $62,675 for the three
months ended March 31, 2001 as compared to a tax benefit of $77,880 for the
three months ended March 31, 2000.

 We had income from operations of $148,584 for the six months ended March 31,
2001 as compared to a loss from operations of $208,623 for the six months ended
March 31, 2000.  Interest and other income amounted to $24,220 for the six
months ended March 31, 2001 as compared to $18,512 for the six months ended
March 31, 2000.  The provision for income taxes was $71,400 for the six months
ended March 31, 2001 as compared to a tax benefit of $61,280 for the six months
ended March 31, 2000.

                                      [6]
<PAGE>


 Net Income

 As a result of the foregoing, we had net income of $83,592 for the three
months, and net income of $101,404 for the six months, ended March 31, 2001 as
compared to a net loss of $150,232 for the three months, and a net loss of
$128,831 for the six months, ended March 31, 2000. Income per basic and diluted
common share was $.01 for the three and six months ended March 31, 2001 as
compared to a loss per basic and diluted common share of $.02 for the three and
six months ended March 31, 2000.

Liquidity and Capital Resources

   The primary measures of our  liquidity are cash balances (including
short-term investments), accounts receivable and inventory balances, as well as
our borrowing ability.  During the six months ended March 31, 2001, our working
capital increased by $28,070 to $2,939,583.

   We used $452,124 in operating activities for the first six months of fiscal
2001 principally from an increase of $275,381 in accounts receivable, an
increase in inventory of $436,556, and an increase in prepaid items and other
current assets of $47,710, offset by an increase in accounts payable and
accrued expenses of $80,880 and the Company?s net income, as adjusted for
noncash items.  The increase in inventory and accounts receivable was
principally due to increased sales.

   During the six months ended March 31, 2001, we used $110,706 for the
repurchase of  84,050 shares of our common stock pursuant to a stock repurchase
program which was continued in April 2000.  All 84,050 shares have been retired
or are in the process of being retired.  As of March 31, 2001, we purchased a
total of 166,697 shares of common stock pursuant to the repurchase program.  We
did not repurchase any stock in the second quarter of fiscal 2001.  Under the
repurchase program, we are authorized to purchase up to 200,000 shares of our
common stock.

   Cash decreased by $575,931 in the first six months of fiscal 2001, resulting
in a  balance of $389,309 in our cash and cash equivalents at March 31, 2001.

   For the six months ended March 31, 2000, we used $621,515 from operating
activities and used $14,512 for the repurchase of shares of our common stock.
During that period cash decreased by $637,165.

We have no long-term debt.  We believe that we have available all funds needed
for operations, research and development and capital expenditures as they may
arise in the future.  However, should it be necessary, we believe we could
borrow adequate funds at competitive rates and terms.

Forward Looking Statements

   The information provided in this report may contain "forward looking"
statements or statements which arguably imply or suggest certain things about
our future. Statements which express that we  "believe", "anticipate",
"expect", or "plan to" as well as other statements which are not historical
fact, are forward looking statements within the meaning of Section 21E of the
                                      [7]
<PAGE>

Securities Exchange Act of 1934, as amended. These forward looking statements
include, but are not limited to statements about: (1) anticipated sales and
expense levels in the future; (2) market acceptance of our products; (3) any
competitive advantage we may have as a result of our installed base of
electrosurgical generators in the field of neurosurgery; (4) our  belief that
our products exceed industry standards or favorably compete with other
companies" new technological advancements; (5) the success of certain recently
introduced products and disposable instrumentation and products and disposable
instrumentation scheduled to be released in the near future for use in
neurosurgery, other surgical disciplines, and the dental market; and (6) our
ability to attract distributors for our products outside of neurosurgery. These
statements are based on assumptions that we believe are reasonable, but a
number of factors could cause our actual results to differ materially from
those expressed or implied by these statements. We do not intend to update
these forward looking statements.  Investors are advised to review the
"Additional Cautionary Statements" section below for more information about
risks that could affect our financial results.

Additional Cautionary Statements

We Face Intense Competition

The markets for our current and potential products are intensely competitive.
These markets include neurosurgery, gynecology, urology, arthroscopy, plastic
surgery, dentistry, ENT and maxillofacial surgery and general and laparoscopic
surgery.  Some surgical procedures which utilize or could utilize our  products
could potentially be replaced or reduced in importance by alternative medical
procedures or new drugs which could render our products obsolete or
uncompetitive in these markets.

Our Growth Depends on Introducing New Products and the Market Penetration by
Third Party Distributors

Valley Forge's growth depends on the acceptance of our products in the
marketplace, the market penetration achieved by the companies which we have
contracted with, and rely on, to distribute our products, and our ability to
introduce new and innovative products that meet the needs of medical
professionals.  There can be no  assurance that we will be able to continue to
introduce new and innovative products or that the products we introduce, or
have introduced, will be widely accepted by the marketplace, or that companies
which we have contracted to distribute our products will continue to achieve
market penetration in the field of neurosurgery and achieve market penetration
in the surgical disciplines and markets outside of neurosurgery.  Our failure
to continue to introduce new products or gain wide spread acceptance of our
products would adversely affect our operations.

We Depend on Attracting New Distributors for Our Products

In order to successfully commercialize our products in the fields of general
and laparoscopic surgery, arthroscopy, gynecology, urology, plastic surgery and
ENT and maxillofacial surgery, we will need to enter into distribution
arrangements with companies who can distribute our products in those fields
successfully.  The commercial success of our products outside the field of
neurosurgery is thus uncertain.

                                      [8]
<PAGE>

Our Products are Extensively Regulated Which Could Delay Product Introduction
or Halt Sales

   The process of obtaining and maintaining required regulatory approvals is
lengthy, expensive and uncertain.  Although we have not experienced any
substantial regulatory delays to date, there is no assurance that delays will
not occur in the future, which could have a significant adverse effect on our
ability to introduce new products on a timely basis.  Regulatory agencies
periodically inspect our manufacturing facilities to ascertain compliance with
"good manufacturing practices" and can subject approved products to additional
testing and surveillance programs.  Failure to comply with applicable
regulatory requirements can, among other things, result in fines, suspensions
of regulatory approvals, product recalls, operating restrictions and criminal
penalties.  While we believe that we are currently in compliance, if we fail to
comply with regulatory requirements, it could have an adverse effect on our
results of operations and financial condition.

We Face Uncertainties within the Health Care Markets

   Political, economic and regulatory influences are subjecting the health care
industry in the United States to rapid, continuing and fundamental change.
Although Congress has not passed comprehensive health care reform legislation
to date, it is believed that Congress, state legislatures and the private
sector will continue to review and assess alternative health care delivery and
payment systems.  Responding to increased costs and to pressure from the
government and from insurance companies to reduce patient charges, health care
providers have demanded, and in many cases received, reduced prices on medical
devices and instrumentation.  These customers are expected to continue to
demand lower prices in the future.  We cannot predict what impact the adoption
of any federal or state health care reform measures, private sector reform or
market forces may have on our business.  However, pricing pressure is expected
to continue to adversely affect profit margins.

We May have Product Liability Claims

Our products involve a risk of product liability claims.  Although we maintain
product liability insurance at coverage levels which we believe are adequate,
there is no assurance that, if we were to incur substantial liability for
product liability claims, insurance would provide adequate coverage against
such liability.

Our Operating Results May Fluctuate

We have experienced operating losses since our inception, and as of March 31,
2001 we had a retained earnings deficit of $108,793.  Our results of operations
may fluctuate significantly from quarter to quarter based on numerous factors
including the following:

* the introduction of new product lines;
* the level of market acceptance of our products;
* achievement of research and development milestones;
* timing of the receipt of orders and product shipments;
* timing of expenditures; and
* receipt of necessary regulation approvals.

                                      [9]
<PAGE>

PART II.  OTHER INFORMATION

Item 5.  OTHER EVENTS

   At the Annual Meeting of Shareholders held on March 14, 2001, the following
were adopted by the margins indicated:

   1.  The following directors were elected for a one year term until their
successors are duly elected and qualified:

   Jerry L. Malis:  FOR 7,606,786; AGAINST 60,651; Abstain   0
   Leonard I. Malis FOR 7,606,786; AGAINST 60,651; Abstain   0
   Bruce L. Murray FOR 7,606,787; AGAINST 60,650; Abstain    0
   Bernard H. Shuman FOR 7,606,787; AGAINST 60,650; Abstain  0
   Robert H. Dick FOR 7,606,787; AGAINST 60,650; Abstain     0

 Thomas J. Gilloway, a director of the Company for 17 years and who was a
nominee as a director, passed away on February 18, 2001.  As a result of Mr.
Gilloway's death, the number of directors elected at the meeting was changed
from six to five.

   2. To approve and adopt the Company's 2001 Stock Plan:

       FOR:  4,364,986
       AGAINST: 366,321
       ABSTAIN: 11,896

   3. To approve and adopt the Company's 2000 Non-Employee Directors' Stock
      Option Plan:

       FOR:  4,348,056
       AGAINST: 357,431
       ABSTAIN: 37,716

 DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS

   The deadline for submission of stockholder proposals pursuant to Rule 14a-18
under the Securities Exchange Act of 1934, as amended ("Rule 14a-8"), for
inclusion in the Company?s proxy statement for its 2002 Annual Meeting of
Stockholders is September 30, 2001.  After December 14, 2001, notice to the
Company of a stockholder proposal submitted otherwise than pursuant to Rule
14a-8 will be considered untimely, and the person named in proxies solicited by
the Board of Directors of the Company for its 2002 Annual Meeting of
Stockholders may exercise discretionary authority voting power with respect to
any such proposal as to which the Company does not receive timely notice.

                                      [10]
<PAGE>


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)       Exhibits
          None

(b)       Current Reports on Form 8-K
          None

                                      [11]
<PAGE>

                         VALLEY FORGE SCIENTIFIC CORP.

                                   SIGNATURES


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




                                                VALLEY FORGE SCIENTIFIC CORP.


Date: May 10, 2001                               By: /s/ Jerry L. Malis
                                                 Jerry L. Malis, President
                                                 (principal financial officer)

                                      [12]