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 June 30, 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 otherjurisdiction 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 August 3, 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
                                 June 30, 2001


                                                            Page
                                                            Number

Part I - Financial Information

     Item 1.  Financial Statements:

     Balance Sheets - June 30, 2001 and September 30, 2000.     1

     Statements of Operations for the three and nine months
     ended June 30, 2001 and June 30, 2000.                     2

     Statements of Cash Flows for the nine months
     ended June 30, 2001 and June 30, 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

                                                 June 30,       September 30,
ASSETS                                             2001            2000
                                                 ----------     -----------
                                                 (Unaudited)    (Unaudited)
Current Assets:
  Cash and cash equivalents                      $  869,362     $  965,240
   Accounts receivable, net                         870,534        627,255
  Inventory                                       1,451,512      1,177,847
  Prepaid items and other assets                    133,272        114,042
  Deferred income tax asset                         130,140        209,314
                                                  ---------      ---------
          Total Current Assets                    3,454,820      3,093,698

 Property, Plant and Equipment, Net                 155,300        168,535
 Intangible Assets, Net                             521,755        582,200
Other Assets                                          5,865          7,646
                                                  ---------      ---------
                                                 $4,137,740     $3,852,079
                                                  =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued expenses          $  337,205     $  182,185
                                                    -------        -------
          Total Current Liabilities                 337,205        182,185

Deferred Income Tax Payable                           5,074         20,661
                                                    -------        -------
          Total Liabilities                         342,279        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 June 30, 2001 and
     8,151,862 at September 30, 2000)             3,748,724      3,859,430
  Retained earnings                                  46,737       (210,197)
                                                  ---------      ---------
          Total Stockholders' Equity              3,795,461      3,649,233
                                                  ---------      ---------
                                                 $4,137,740     $3,852,079
                                                  =========      =========
See accompanying notes to these financial statements.
                                      [1]
<PAGE>

                 VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)


                         For the Three Months Ended    For the Nine Months Ended
                                   June 30,                       June 30,
                                2001       2000            2001        2000

Net Sales                  $ 1,554,642  $ 1,262,207   $ 3,871,552  $ 3,078,261

Cost of Sales                  750,679      644,544     1,903,629    1,637,180
                             ---------    ---------     ---------    ---------
Gross Profit                   803,963      617,663     1,967,923    1,441,081
                             ---------    ---------     ---------    ---------
Other Costs:
   Selling, general and
  administrative               464,846      423,277     1,246,184    1,243,131
  Research and development      83,733      101,385       277,474      273,275
  Amortization                  20,148      20,148         60,445       60,445
                               -------     -------      ---------    ---------
          Total Other Costs    568,727     544,810      1,584,103    1,576,851
                               -------     -------      ---------    ---------
Income (Loss) from Operations  235,236      72,853        383,820     (135,770)

Other Income:
  Interest income                6,431       7,925         30,651       26,437
                                 -----       -----         ------       ------
Income (Loss) before
 Income Taxes                  241,667      80,778        414,471     (109,333)

Provision for (Benefit of:)
Income Taxes                    86,137      32,805        157,537      (28,475)
                               -------      ------        -------      -------
Net Income (Loss)          $   155,530  $   47,973    $   256,934  $   (80,858)
                               =======      ======        =======       ======
Earnings (Loss) Per Share:
 Basic earnings (loss) per
 common share              $      0.02  $     0.01    $      0.03  $     (0.01)
                                  ====        ====           ====         ====
Diluted earnings
 (loss) per
 common sahre              $      0.02  $     0.01    $      0.03  $     (0.01)
                                  ====        ====           ====         ====
Basic common shares
 outstanding                 8,067,812   8,187,465      8,086,635    8,205,821

Diluted common shares
 outstanding                 8,140,984   8,210,394      8,137,107    8,205,821

See accompanying notes to these financial statements.

                                      [2]
<PAGE>

                 VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


                                                     For the Nine Months Ended
                                                             June 30,
                                                      2001          2000

Cash Flow from Operating Activities:
  Net income (loss)                                  $  256,934     $  (80,858)
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
      Depreciation and amortization                      88,905         89,504
       Changes in assets and liabilities, net
        of effect from:
          Increase in accounts receivable              (243,279)      (397,913)
          Increase in inventory                        (273,665)      (290,523)
          Decrease (Increase) in deferred
            income tax benefit                           79,174        (22,721)
          Increase in prepaid items and other
            current assets                              (19,230)       (31,673)
          Decrease in other assets                        1,781            265
          Increase in accounts payable and
            accrued expenses                            155,020        151,204
          Decrease in deferred income taxes
            payable                                     (15,587)             -
                                                        -------        -------
              Net cash provided by (used in)
               operating activities                      30,053       (582,715)
                                                        -------        -------
Cash Flows from Investing Activities:
   Purchase of property, plant and equipment            (15,225)        (1,138)
  Acquisition of other assets                                 -         (3,825)
                                                         ------        -------
              Net cash used in investment activities    (15,225)        (4,963)
                                                         ------        -------
Cash Flows from Financing Activities:
  Purchase and retirement of common stock              (110,706)      (120,731)
                                                        -------        -------
              Net cash used in financing activities    (110,706)      (120,731)
                                                        -------        -------
Net Decrease in Cash and Cash Equivalents               (95,878)      (708,409)

 Cash and Cash Equivalents, beginning of period         965,240      1,158,462
                                                        -------      ---------
 Cash and Cash Equivalents, end of period            $  869,362     $  450,053
                                                        =======        =======

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
    Income Taxes                                     $        -     $        -
                                                           ====           ====
    Interest                                         $        -     $        -
                                                           ====           ====

See accompanying notes to these financial statements.

                                      [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 Electronics 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 June 30, 2001 and the statements of operations for the
three and nine months ended June 30, 2001 and 2000 and the statements of cash
flows for the nine months ended June 30, 2001 and 2000.

The statements of operations for the three and nine months ended June 30, 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 Nine Months  Ended June  30,
2001 Compared to the Three and Nine Months Ended  June 30, 2000.

     Revenues

     Sales of $1,554,642 for the three months ended June 30, 2001 were  23%
greater than sales of $1,262,207 for the three months ended June 30, 2000,
while sales of $3,871,552 for the nine months ended June 30, 2001 were 26%
greater than sales of $3,078,261 for the nine months ended June 30, 2000. The
increase in sales was primarily attributable to an increase in the volume of
sales of our neurosurgical products and our dental products.

     Sales to Codman & Shurtleff, Inc. ("Codman") amounted to $1,309,330
for the three months ended June 30, 2001, a 15% increase over sales for
the three months ended June 30, 2000. Codman, which distributes our
products in the field of neurosurgery, accounted for 84% of sales for
three  months,  and 76%  of  sales  for  the nine months, ended  June  30,
2001,  as compared  to 90% of sales for the three months, and 87% of  sales for
the nine months, ended June 30, 2000.

     Bident International, L.L.C. ("Bident"), accounted for 15% of our sales in
the three months, and 22% of sales in the nine months, ended June 30, 2001. For
the three months ended June 30, 2001, sales to Bident, the distributor of our
products in the dental market, amounted to $238,360, which represented an
increase of approximately 288% from sales for the three months ended June 30,
2000. Sales to Bident for the third quarter of fiscal 2001 accounted for 15% of
our sales while sales to Bident for the nine months ended June 30, 2001 were
22% of our sales. The differing percentage of sales to Bident reflect normal
quarterly fluctuations in sales, which we will experience from time to time.

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

                                Three Months Ended        Nine Months Ended
                                6/30/01    6/30/00        6/30/01   6/30/00

Bipolar electrosurgical systems   63%        55%            55%       57%
and irrigation system

Disposable cord/tubing sets       27%        27%            29%       29%
and bipolar cords

Disposable instrumentation         3%        16%            10%       13%
                                      [5]
<PAGE>

      Sales  of  disposable instruments were lower in  the  third quarter  due
to quarterly fluctuations in product mix,  which  we will experience from time
to time.

     Cost of Sales

     Cost of sales for the three months ended June 30, 2001 was $750,679, which
was 17% greater than the cost of sales for the three months ended June 30,
2000.  Gross profit was $803,963, or 52% of sales, for the three months ended
June 30, 2001, as compared to gross profit of $617,663, or 49% of sales, for
the three months ended June 30, 2000. Changes in cost of sales and gross profit
margins were principally due to changes in product mix.

      Cost of sales for the nine months ended June 30, 2001 was $1,903,629,
which was 16% greater than the cost of sales for the nine months ended June 30,
2000. Gross profit was $1,967,923, or 51% of sales, for the nine months ended
June 30, 2001, as compared to gross profit of $1,441,081, or 47% of sales, for
the nine months ended June 30, 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 increased by 10% to $464,846
for the three months, and increased by less than 1% to $1,243,131 for the nine
months, ended June 30, 2001. Selling, general and administrative expenses are
anticipated to increase in the fourth quarter of fiscal 2001 to support
increased sales levels.

     Research and development expenses decreased by 17% to $83,733 for the
three months, and increased by 2% to $277,474 for the nine months, ended June
30, 2001. We will continue our commitment to research and development in future
quarters.

     Operating Income/Income Tax Provision

     We had income from operations of $235,236 for the three months ended June
30, 2001 as compared to $72,853 for the three months ended June 30, 2000.
Interest and other income amounted to $6,431 for the three months ended June
30, 2001, as compared to $7,925 for the three months ended June 30, 2000. The
provision for income taxes was $86,137 for the three months ended June 30, 2001
as compared to $32,805 for the three months ended June 30, 2000.

      We had income from operations of $383,820 for the nine months ended June
30, 2001 as compared to a loss from operations of $135,770 for the nine months
ended June 30, 2000. Interest and other income amounted to $30,651 for the nine
months ended June 30, 2001 as compared to $26,437 for the nine months ended
June 30, 2000. The provision for income taxes was $157,537 for the nine months
ended June 30, 2001 as compared to a tax benefit of $28,475 for the nine months
ended June 30, 2000.

                                      [6]
<PAGE>

     Net Income

      As a result of the foregoing, we had net income of $155,530 for the three
months, which was 224% greater than net income of $47,973 for the three months
ended June 30, 2000. Net income for the nine months ended June 30, 2001 was
$256,934 as compared to a net loss of $80,858 for the nine months ended June
30, 2000. Income per basic and diluted common share was $.02 for the three
months, and $.03 for the nine months, ended June 30, 2001 as compared to income
per basic and diluted common share of $.01 for the three months ended June 30,
2000 and a loss per basic and diluted common share of $.01 per share for the
nine months ended June 30, 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 nine months ended June 30, 2001, our
working capital increased by $206,102 to $3,117,615.

     We provided $30,053 in operating activities for the first ninemonths of
fiscal 2001. During this nine month period, our accountreceivables increased by
$243,279 primarily due to an increase in sales, and our inventory increased by
$273,665 primarily due to purchases needed for anticipated sales in future
quarters. In addition, we increased our accounts payable and accrued expenses
by $155,020.

     During the nine months ended June 30, 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 June 30, 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 third quarter of fiscal 2001. Under the
repurchase program, we are authorizedto purchase up to 200,000 shares of our
common stock.

     Cash decreased by $95,878 in the first nine months of fiscal 2001,
resulting in a balance of $869,362 in our cash and cash equivalents at June 30,
2001.

     For the nine months ended June 30, 2000, we used $582,715 from operating
activities and used $120,731 for the repurchase of shares of our common stock.
During that period cash decreased by $708,409.

     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 Securities Exchange
Act of 1934, as amended. These forward looking statements include, but are not

                                      [7]
<PAGE>

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, pain management, thoracic surgery, 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
Agood 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 andinstrumentation. 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 only as of
June 30, 2001 has our retained earnings reached $46,737. 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

     On June 13, 2001, Louis Uchitel was appointed as a member of our  Board of
Directors as well as a member of the Compensation Committee and the Audit
Committee.

     One June 30, 2001, Bernard H. Shuman retired and resigned as a member of
our Board of Directors.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)        Exhibits
          None

     (b)        Current Reports on Form 8-K
           None

                                      [10]
<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:       August  7,  2001       By:  /s/ Jerry L. Malis
                                   Jerry L. Malis, President
                                   (principal financial officer)