UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              450 Fifth Street, NW
                             Washington, D.C. 20549

                               Amendment No. 2 to

                                   Form 10-QSB




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

                                          For the quarterly period ended 3/31/02

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                         For the transition period from __________ to __________

                                                  Commission file number 2-69336



                                  CRAMER, INC.

A Kansas Corporation                             IRS Employment I.D. #48-0638707
1222 Quebec Street
North Kansas City, MO 64116                         Telephone No. (816) 471-4433

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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[_]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  4,039,607 shares of common stock, no
par value as of December 31, 2002.


<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                                  CRAMER, INC.
                                  BALANCE SHEET

                    (Amounts in Thousands, Except Share Data)

ASSETS
                                                           3/31/02      12/31/01
                                                                (unaudited)
--------------------------------------------------------------------------------
                                                          (Restated)  (Restated)
--------------------------------------------------------------------------------
Current assets:
     Cash                                                         0         282
     Accounts receivable, net of allowance of $30               814         563
     Inventories, net of allowance of $105                      679         721
     Prepaid expenses and other current assets                  295         325
                                                            --------    --------
              Total current assets                            1,788       1,891

Property, plant and equipment
     At cost                                                  6,224       6,215
     Accumulated depreciation                                (5,623)     (5,595)
                                                            --------    --------
                                                                600         630
Other assets:
     Intangible pension asset                                     0           4
                                                            --------    --------


              Total Assets                                 $  2,388    $  2,525
                                                            ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
     Cash overdrafts                                       $     53    $      0
     Note payable                                             2,320       2,320
     Accounts payable                                           464         485
     Accounts payable- related party                             85          69
     Accrued liabilities                                        636         801
                                                            --------    --------
              Total current liabilities                       3,558       3,675

Noncurrent liabilities:
     Pension benefits payable                                   287         326
     Other                                                      223         218
                                                            --------    --------
              Total noncurrent liabilities                      510         544

Stockholders' Equity (Deficit):
     Common stock,  no par  value;  authorized,
          6,000,000  shares;  issued  and
          outstanding  4,041,246  shares  at
          April  30,  2002 and  4,041,400  at
          December 31, 2001                                   3,820       3,820
     Accumulated deficit                                     (5,148)     (5,166)
                                                            --------    --------
                                                             (1,328)     (1,346)
     Minimum pension liability adjustment                      (352)       (348)
                                                            --------    --------
          Net stockholders' equity (deficit)                 (1,680)     (1,694)
                                                            --------    --------
          Total Liabilities and Stockholders'
               Equity (Deficit)                            $  2,388    $  2,525
                                                            ========    ========


                   See Notes to Condensed Financial Statements

<PAGE>


                                  CRAMER, INC.
                            STATEMENTS OF OPERATIONS
                                    UNAUDITED
                  (Amounts in Thousands, Except Per Share Data)



                                                           THREE MONTHS ENDED
                                                         3/31/02         4/1/01
                                                        (Restated)
--------------------------------------------------------------------------------

Net sales                                           $     2,032     $     3,298
Cost of sales                                             1,326           2,574
                                                     -----------     -----------
              Gross profit                                  706             724

Operating expenses:
     Selling expenses                                       378             524
     General and administrative                             280             297
                                                     -----------     -----------
              Total operating expenses                      658             821
                                                     -----------     -----------

              Income (loss) from operations                  48             (97)

Other expense:
     Interest expense, net                                  (30)            (54)
     Other, net                                              (0)             (0)
                                                     -----------     -----------
              Total other expense                           (30)            (54)
                                                     -----------     -----------

Income (loss) before income taxes                            18            (151)
Income tax expense (benefit)                                  0               0
                                                     -----------     -----------

Net income (loss)                                   $        18     $      (151)
                                                     ===========     ===========

     Net income (loss) per share based on weighted
         average number of common equivalent
         shares outstanding - basic and diluted     $      0.00     $     (0.04)

     Weighted Average Common Equivalent
         Shares Outstanding:      Basic               4,041,246       4,041,400
                                  Diluted             4,041,246       4,041,400





There is no difference between Net Income (Loss) and Total Comprehensive  Income
(Loss) for the quarter ending March 31, 2002 and April 1, 2001.

These interim financial  statements contain all adjustments required for them to
be comparable to the annual financial statements issued on Form 10KSB.

<PAGE>









                   See Notes to Condensed Financial Statements

<PAGE>


                                  CRAMER, INC.
                            STATEMENTS OF CASH FLOWS
                                    UNAUDITED
                             (Amounts in Thousands)


                                                             Three Months Ended
                                                              3/31/02   4/1/01
                                                                  (Restated)
--------------------------------------------------------------------------------

Cash flows from operating activities:
     Net income (loss)                                        $   18    $ (151)
     Adjustments to reconcile net income (loss) to net cash
         flows from operating activities:
         Depreciation and amortization                            39        51
         Changes in operating assets and liabilities:
              Accounts receivable                               (251)      334
              Inventories                                         42       266
              Prepaid expenses and other assets                   30       (13)
              Intangible pension asset                             4         0
              Accounts payable and accrued expenses             (170)     (450)
              Noncurrent pension benefits payable                (43)        0
              Other noncurrent liabilities                         5        11
                                                              -------   --------

                      Net cash flows from operating activities  (326)       48
                                                              -------   --------

Cash flows from investing activities:
     Capital expenditures                                         (9)      (17)
                                                              -------   --------


                      Net cash flows from investing activities    (9)      (17)
                                                              -------   --------

Cash flows from financing activities:
     Principal payments on notes payable                           0       (31)
     Increase in cash overdrafts                                  53         0
                                                              -------   --------

                      Net cash flows from financing activities    53       (31)
                                                              -------   --------

Net increase (decrease) in cash                                 (282)        0
Cash at beginning of year                                        282         0
                                                              -------   --------

Cash at end of quarter                                        $    0    $    0
                                                              =======   ========

Supplemental disclosures:
     Cash paid during the period for:
         Interest                                             $   30    $   54
                                                              =======   ========
         Income tax                                           $    0    $    0
                                                              =======   ========



                   See Notes to Condensed Financial Statements

<PAGE>


                                  CRAMER, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1. Interim Financial Statements

The condensed interim financial statements included herein have been prepared by
Cramer,  Inc.  (the  "Company"),  without  audit,  pursuant  to  the  rules  and
regulations of the Securities and Exchange  Commission (the  "Commission").  The
financial  statements reflect adjustments of a normal recurring nature that are,
in the opinion of  management,  necessary  to present  fairly such  information.
Although  the Company  believes  that the  disclosures  are adequate to make the
interim information  presented not misleading,  certain information and footnote
disclosures,  including  significant  accounting policies,  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations.  These interim  financial  statements should be read in conjunction
with the  financial  statements  and the notes  thereto  included  in the Annual
Report on Form  10-KSB/A  for fiscal year ended  December  31, 2001 filed by the
Company with the Commission on April 1, 2002.  Quarterly  operating  results may
vary  significantly  and are not  necessarily  indicative of the results for the
full year or any future period.

2. Restatement of Accrued Loan Guaranty Expense

The Company  accrued a Rotherwood  loan  guarantee fee of $40,000 for the fourth
quarter of 2001 and  $40,000 in each of the first and second  quarters  of 2002.
Rotherwood  had agreed to accept  800,000  shares of common stock per quarter as
payment for the guarantee fee. The Company recorded the  transactions  using the
exchange  value  agreed to by  Rotherwood  of $.05 per  share,  resulting  in an
expense of $40,000 per quarter  (800,000  shares X $.05/share).  The Company has
since  determined  that the loan guarantee fee should have been recorded using a
fair value of $.01 per  share,  resulting  in an  expense of $8,000 per  quarter
(800,000  shares X  $.01/share  = $8,000).  Accordingly,  the  Company has filed
amendments to its 2001 Form 10-KSB/A and first and second  quarter  10-QSB's for
the purpose of restating  its earnings  (loss) for the affected  periods to take
the revised expense accrual into account (see Item 2 - "Management's  Discussion
and  Analysis").  The effect of the restatement in the first quarter of 2002 was
to increase the previously  reported earnings and reduce accumulated deficit and
accounts  payable-related  party by $32,000.  The restatement did not impact the
basic and diluted earnings per common share of $0.00.

3. Legal Proceedings

The Company is a defendant  in several  lawsuits  relating to product  liability
claims arising from accidents  allegedly occurring in connection with the use of
its products.  The claims are covered by insurance and are being defended by the
Company's  independent counsel or by counsel assigned by the Company's insurance
carriers.  One such claim had  alleged  damages of  $375,000.  The  Company  has
included a complete  discussion of product liability claims and related accruals
in Part II, Item 1 "Legal Proceedings" below.

The Company  believes their products are safe and reliable when assembled,  used
and  maintained  in a reasonable  manner,  and believes it  adequately  reserves
against  its  reasonably  likely  exposure  under these  claims  based upon past
experience.

4. Use of Estimates

Accounting  estimates are an integral part of the financial  statements  and are
based on management's knowledge and experience about past and current events and
assumptions about future events.  Certain accounting  estimates are particularly
sensitive because of their significance to the financial  statements and because
of the possibility  that future events  affecting them may differ  significantly
from those  expected.  The most  sensitive  estimates  affecting  the  financial
statements were the warranty and product liability  accruals,  and the inventory
reserve.

The Company offers  product  warranties  with terms of up to fifteen years.  The
majority of the Company's  warranty  claims relate to failed seating parts.  The
Company  estimates  its accrual for future  warranty  costs based on  durability
testing,   engineering  studies,  actual  costs  incurred  in  prior  years  and
historical sales data. The warranty accrual  decreased from $232,000 at December
31, 2000 to  $218,000 at December  31,  2001.  This  decrease  was the result of
declining  warranty  costs in the first  quarter of 2002.  This  decrease can be
attributed to more aggressive  management of warranty claims, which has resulted
in fewer claims and lower costs.

The reserve for obsolete  and  slow-moving  inventory  is based on  management's
analysis of inventory  turns,  historical  write-offs,  future  production plans
including any product line changes,  and sales trends. The decrease in inventory
reserves from $110,000 at December 31, 2001 to $105,000 as of March 31, 2002 was
the result the write-off of certain inventory items for which a reserve had been
recorded at December 31, 2001.

A discussion  of the product  liability  accrual is included in Part II, Item 1,
Legal Proceedings.








<PAGE>


Item 2. Management's Discussion and Analysis


     Results of Operations

     Sales for the quarter decreased $1,266,000 or 38%. The recent recession and
     intense competition  resulted in a decline in seating sales of over $1M, or
     54%. In addition,  ladder  product  sales were down  $194,000 due to weaker
     catalog  performance.  These declines were offset by a $94,000  increase in
     Kik-step  sales,   reflecting  this  product's   strong  brand  and  market
     penetration.

     Gross  margins  decreased  from  $724,000  in the first  quarter of 2001 to
     $704,000  in the  first  quarter  of  2002.  However,  gross  margins  as a
     percentage  of net  sales in the  first  quarter  of 2002  improved  to 35%
     compared  to 25% in the  first  quarter  of 2001.  Increased  margins  as a
     percent  of sales  were the  combined  result of lower  material  costs and
     significant  overhead  reductions.  These  overhead  reductions  included a
     decrease  in  utilities  and  plant  supplies,  due in  part  to  increased
     outsourcing of the manufacture of certain products in 2002.

     Selling  expenses  decreased  from $528,000 in the first quarter of 2001 to
     $378,000 in the first  quarter of 2002, a reduction  of  $150,000.  Of this
     amount,  $102,000  represented  a decrease  in  commissions  as a result of
     declining  sales.  The  remaining  decrease was related  primarily to staff
     reductions and lower travel costs.

     General and  administrative  expenses decreased during the first quarter of
     2002 by $17,000 or 6% compared to the same  period in 2001.  This  decrease
     was primarily the result of lower labor costs in the first quarter of 2002,
     compared to the first quarter of 2001. The decrease was partially offset by
     guarantee fees related to Rotherwood's provision of a $2M letter of credit,
     which  totaled  $8,000 in the first  quarter of 2002 and were not in effect
     during the first quarter of 2001.

     Interest expense totaled $30,000 in the first quarter of 2002,  compared to
     $54,000 in the comparable  period last year.  This reduction was the result
     of lower interest rates in 2002.

     The Company had a net  operating  profit before tax of $18,000 in the first
     quarter of 2002,  compared to a loss of  $151,000  in the first  quarter of
     2001.   Operating  results  improved,   despite  declining  sales,  due  to
     reductions in overhead and improved margins.


     Financial Condition, Liquidity and Capital Resources

     Cash flow from operations  reduced cash by $326,000 in the first quarter of
     2002, compared to a surplus of $48,000 in 2001.

     Accounts receivable totaled $814,000 at March 31, 2002 compared to $516,000
     at December 31, 2001.  The increase was a result of an increase in sales in
     January of 2002 over December of 2001.

     Inventories  declined  from  $721,000 at  December  31, 2001 to $629,000 at
     March 31, 2002, a 13% decrease.  More  aggressive  purchasing and inventory
     controls contributed to the decline.

     Accounts  payable  and  accrued  expenses  declined  $170,000  in the first
     quarter of 2002 as a result of more  aggressive  purchasing  controls and a
     decrease in accrued insurance premiums.

     Accounts payable, related party increased from $69,000 at December 31, 2001
     to  $85,000  at March  31,  2002.  This  increase  was the  result  of loan
     guarantee  fees of $8,000  charged by Rotherwood for the first two quarters
     of 2002, in addition to fees charged by Rotherwood for the services of Greg
     Coward and Nick  Christianson,  who were not  compensated  directly  by the
     Company.


     Capital  expenditures of $9,000 during the first quarter of 2002 related to
     the purchase of additional tooling.

     The outstanding balance under the Company's bank line of credit remained at
     $2,320,000,  the maximum amount allowed under the facility,  throughout the
     first  quarter of 2002.  The facility  consists of a $2,000,000  loan and a
     $320,000  line of credit.  As of March 31, 2002,  the  $2,000,000  loan was
     secured  by a  $2,000,000  letter  of  credit  posted  by  Rotherwood,  the
     Company's  parent.  On April 28, 2002, the credit  facility was extended to
     June 28,  2002  and the  letter  of  credit  was  replaced  by a pledge  of
     $2,000,000 in securities by  Rotherwood.  The combined  credit  facility is
     also  secured by security  interests in the assets of both Cramer and Pacer
     Corporation,   a  company  owned  by  Rotherwood.   Cramer  and  Pacer  are
     co-borrowers  on the total amount of the credit  facility.  In exchange for
     Rotherwood's financial accommodation to the Company, without which the bank
     would  probably  call  the  $2,000,000  loan,  the  Company  agreed  to pay
     Rotherwood  a fee equal to 2% per quarter of the total amount of the pledge
     until the pledge  agreement  expires.  Rotherwood  agreed to accept 800,000
     shares of common  stock per quarter in payment of the  guarantee  fee at an
     agreed  upon  exchange  value of $0.05 per share.  The  Company  originally
     accrued  guarantee  fees of  $40,000  for the  fourth  quarter  of 2001 and
     $40,000  in each of the first and second  quarters  of 2002 based upon that
     exchange rate. The Company in 2001 obtained an independent  appraisal which
     determined  that the fair market  value of the  Company's  common stock was
     $0.01 per share.  The Company and Rotherwood  determined that the $0.05 per
     share  exchange rate would be less  dilutive to the Company's  shareholders
     other than Rotherwood (the "Public Shareholders"),  because it would result
     in fewer shares being issued to Rotherwood  each quarter  (800,000  shares)
     than if the shares  were  valued at an  exchange  rate of $0.01  (4,000,000
     shares).  The $0.05 per share exchange value was also  consistent  with the
     price per share being paid by  Rotherwood  for 18 million new shares of the
     Company,  and the price being paid by Rotherwood to the Public Shareholders
     in a proposed  cash-out  merger,  as described below. The Company has since
     determined that the guarantee fee should have been recorded on the basis of
     the fair market value of the consideration  being paid to Rotherwood in the
     form of common stock  ($8,000,  or 800,000 shares x $0.01 per share) rather
     than on the basis of the exchange rate agreed to by Rotherwood ($40,000, or
     800,000 shares x $0.05 per share).  The effect of this accounting change is
     to  decrease  accrued  expenses  and  decrease  net loss by $32,000 for the
     fourth  quarter of 2001 and to decrease  accrued  expenses and increase net
     earnings by $32,000 in each of the first two quarters of 2002.  The Company
     has restated the financial  results  reported in its 2001 Form 10-KSB/A and
     its first and second  quarter 2002 Form  10-QSB's to reflect this change in
     accounting treatment related to the guarantee fee.

     The Company has no additional borrowing capacity under the credit facility,
     and the lender has  requested  that the  principal  balance of the $320,000
     line of credit either be reduced or collateralized  by additional  security
     by May 3, 2003.  The Company does not believe it will be able to reduce the
     $320,000  line of credit  balance or provide  additional  security  by that
     date. The Company does not believe it could obtain substitute or additional
     debt financing, nor is there any assurance the bank will extend the line of
     credit beyond its current maturity date,  discussed  below.  Rotherwood has
     advised the Company that it does not wish to continue the securities pledge
     indefinitely.  The Company intends to obtain needed  additional  capital by
     selling shares of common stock to  Rotherwood.  Although the Company has no
     definitive  agreement with  Rotherwood,  the Company is planning to sell 18
     million  shares of common stock to Rotherwood  for cash at a purchase price
     of $0.05 per share.  This transaction would provide $900,000 in much needed
     capital  to the  Company  to reduce  amounts  owed  under  the bank  credit
     facility and credit  Rotherwood for a $125,000  advance used by the Company
     to pay relocation  expenses.  If Rotherwood makes the equity  investment in
     the  Company,  Rotherwood  plans to take the  Company  private  following a
     short-form  cash-out  merger of the Company  into  Rotherwood.  See Item 6-
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations"  in  the  2001  Form  10-KSB/A  filed  on  April  1,  2002  and
     incorporated  by reference  herein for additional  discussion of the credit
     facility and the proposed transactions with Rotherwood.

     In November 2002 the Company borrowed  $125,000 from Rotherwood in the form
     of a  demand  note  bearing  interest  at 7% to  cover  a  portion  of  its
     relocation  expenses.  Rotherwood  intends to convert this $125,000  demand
     note  into  common  stock  as  part  of the  $900,000  proposed  investment
     discussed above.

     Although the Company  earned net income of $18,000 in the first  quarter of
     2002,  the  Company  remains  in a  liquidity  crisis,  and  there  remains
     substantial  doubt  about the  Company's  ability  to  continue  as a going
     concern.

     The Company's  credit  facility has been extended  through May 3, 2003. The
     Company is not in compliance  with the financial net worth  covenant in the
     loan agreement  governing the credit facility.  For this and other reasons,
     the  Company  is unable to predict  whether  the bank will renew the credit
     facility  when it  matures  in May 2003.  If  Rotherwood  does not make the
     proposed  equity  investment in the Company and the Company does not reduce
     the  principal  balance of or further  collateralize  the $320,000  line of
     credit, the bank may not renew the credit facility and the Company could be
     required to seek bankruptcy protection or to cease operations.



     Forward Looking Statements

     Except for the historical information contained herein, this report on Form
     10-QSB   contains   forward-looking   statements   that  involve  risk  and
     uncertainties.  The Company's  actual results could differ  materially.  In
     connection  with the "safe  harbor"  provisions  of the Private  Securities
     Litigation Reform Act of 1995, Cramer,  Inc. reminds readers that there are
     many  important  factors that could cause the Company's  actual  results to
     differ materially from those projected in forward-looking statements of the
     Company  made by,  or on behalf  of,  the  Company.  When used in this Form
     10-QSB and in other filings by the Company with the Securities and Exchange
     Commission,  in the Company's  press releases and in oral  statements  made
     with the approval of an authorized executive officer, words or phrases such
     as "will likely result", "expects", "are expected to", "will continue", "is
     anticipated",  "estimate", "project" or similar expressions are intended to
     identify forward-looking  statements. The Company wishes to caution readers
     not to place undue reliance on such forward-looking statements.

     There are a number of reasons why investors should not place undue reliance
     on forward-looking statements. Among the risks and uncertainties that could
     cause the Company's actual results for future periods to differ  materially
     from any forward-looking statements made are the following:

     o    The inability of shareholders  other than Rotherwood to participate in
          any  future  improvement  in the  Company's  operations  or  financial
          condition,  if the short-form merger and going private transaction are
          consummated

     o    The Company's  continuing declines in revenues,  history of losses and
          uncertain future profitability

     o    Questions about the Company's  continuing viability as a going concern
          and management's plans to address that issue

     o    Any failure of the Company's turnaround plan to achieve its objectives

     o    The  lack of  borrowing  capacity  under  the  Company's  bank  credit
          facility

     o    The  possibility  that the bank will not renew  the  Company's  credit
          facility

     o    The Company's lack of prospects for obtaining substitute or additional
          debt  financing  or any  equity  financing  from a  party  other  than
          Rotherwood

     o    The  possibility  that  the  bank may  call  the  credit  facility  if
          Rotherwood  does not make the  proposed  investment  in the Company or
          Rotherwood decides not to continue the securities pledge

     o    Rotherwood's intention to take the Company private

     o    Fluctuations or reductions in product demand and market acceptance

     o    Continued adverse conditions in the office furniture industry

     o    The level of product development by the Company

     o    Capacity and supply constraints or difficulties

     o    The effect of new laws and regulations

     o    Unexpected additional expenses or operating losses

     o    Strong competition

     o    Reliance on certain vendors for key products and components

     o    Deferred  maintenance  at the Company's  owned  facility from which it
          recently  relocated,  the  potential  need to renovate the facility in
          order to sell or lease it and the cost of future  maintenance  of that
          facility

     o    If product and warranty liability claims exceed the amounts reserved

     o    Control by insiders

The foregoing list of risks and uncertainties is not meant to be complete.


Item 3. Controls and Procedures

     A review  and  evaluation  was  performed  by the  Company's  Acting  Chief
     Executive  Officer and Interim  Chief  Financial  Officer  (the  "Executive
     Officer") of the effectiveness of the design and operation of the Company's
     disclosure controls and procedures as of a date within 90 days prior to the
     filing  of  this  amended  quarterly  report.  Based  on  that  review  and
     evaluation,  the Executive Officer has concluded that the Company's current
     disclosure  controls and  procedures,  as designed and  implemented by him,
     were  effective.  There have been no  significant  changes in the Company's
     internal controls  subsequent to the date of his evaluation.  There were no
     significant material weaknesses identified in the course of such review and
     evaluation  and,  therefore,  no  corrective  measures  were  taken  by the
     Company.




                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     The  Company  is a  defendant  in  several  lawsuits  relating  to  product
     liability claims arising from accidents  allegedly  occurring in connection
     with the use of its  products.  The claims are covered by insurance and are
     being defended by the Company's  independent counsel or by counsel assigned
     by  the  Company's  insurance   carriers.   These  claims  are  subject  to
     deductibles  ranging  from  $0 to  $50,000  ($50,000  is  the  most  common
     deductible).  The Company maintains product  liability  insurance  coverage
     with limits of $1 million per occurrence and $2 million aggregate, plus $10
     million  in  umbrella  coverage.   After  the  Company  has  exhausted  its
     deductible  by  paying  a total  of  $50,000  (whether  in  legal  fees and
     expenses,  settlement amounts,  damages awards, or any combination thereof)
     on any single claim,  its liability  insurance  carrier is obligated to pay
     any sums owed for legal fees and expenses,  settlement  amounts and damages
     awards in excess of $50,000  for that  claim.  The Company has been able to
     offset  settlement  costs through amounts paid by  co-defendants in certain
     cases historically.

     Over the last five fiscal  years,  the Company has  averaged 3.7 new claims
     per year.  An average of  approximately  50% of those  claims  resulted  in
     defense  costs and  settlement  amounts or awards  exceeding  $50,000.  The
     average  total cost of defense  and  settlement  awards paid by the Company
     over that period was  $35,000  per claim.  The number of new claims made or
     lawsuits  filed against the Company during years 2000 and 2001 were two and
     three, respectively.  The Company's claims history has leveled out over the
     past three years at two to three claims per year.

     The Company had six open claims at December 31, 2001 and at March 31, 2002.
     During the first  quarter of 2002,  no new claims  were filed  against  the
     Company.  On April 22, 2002, the Company  settled one of the six claims for
     $7,500.  The total cost of legal fees and  settlement  costs for this claim
     was $49,500.  The Company does not believe the  remaining  open claims will
     have  materially  different  average  results  than  historical  experience
     described  above.  None of the  claims  allege  damages in excess of policy
     limits.  One of the claimants  alleged damages of $375,000 and is discussed
     below. While management believes the Company has substantial  defenses with
     respect to these claims,  the ultimate outcome of such litigation cannot be
     predicted  with  certainty.  Such  claims  are an  ordinary  aspect  of the
     Company's  business and industry.  The Company  believes these products are
     safe and  reliable  when  assembled,  used and  maintained  in a reasonable
     manner,  and believes it adequately  reserves against its reasonably likely
     exposure under these claims based upon past experience.

     The  Company  discusses  each claim with its product  liability  counsel to
     determine  the  merits  of the case and the most  likely  outcome.  In some
     cases, it is too early to make that  assessment.  The Company  determines a
     reserve for specific claims based on average claims  history,  the specific
     merits of the case,  the amount of damages  alleged,  the costs incurred to
     date and the amount of the  insurance  deductible.  The Company  recorded a
     reserve for  specific  claims of $104,000 at December 31, 2001 and $109,000
     at March 31, 2002.

     In addition to reserves  for  specific  cases,  the Company  estimates  its
     exposure for unasserted  claims and records  additional  reserves using the
     claims  history  discussed  above as well as  recent  trend  insights.  The
     Company had received  notice of six  incidents for which no claims had been
     asserted at December 31, 2001 and did not receive  notice of any additional
     unasserted claims during the first quarter of 2002. The Company  maintained
     a reserve for  unasserted  claims of  $113,000 at December  31, 2001 and at
     March 31, 2002. The  underlying  assumptions  regarding  claims history and
     average  costs per claim did not change  during the first  quarter of 2002.
     Accordingly,  the Company did not change its reserve for unasserted claims.
     Although the Company's  claims history has stabilized in recent years,  the
     Company cannot be certain that future claims  experience will be consistent
     with historical claims experience.  An increase in the frequency or average
     cost of future  claims  could  increase the  Company's  exposure to product
     liability expense.  However, the maximum total legal defense and settlement
     costs for each claim is limited to the $50,000 deductible.


     On February 25,  1998,  the Company was served with a suit filed by Pauline
     and Daniel  Robitaille  in the  Superior  Court of  Massachusetts,  Norfolk
     County.  The claim alleged damages of $375,000 due to personal injury.  The
     Company's  $50,000  self-insured  retention was exhausted and the Company's
     insurance  carrier assumed defense of the claim. The Company  therefore has
     no further financial  responsibility  for this claim. The case was recently
     settled by the carrier.

     The Company was  assessed  $117,500 in  penalties by OSHA as a result of an
     inspection  conducted in 2000 and signed a settlement  agreement  from OSHA
     which  calls  for  payments  of  $23,000  (see  "Patents,   Trademarks  and
     Government Regulation" in Item 1 of the 2001 10-KSB).


Item 2. Changes in Securities

     None.

Item 3. Defaults Upon Senior Securities

     None.

Item 4. Submission of Matters to a Vote of Security Holders

     None

Item 5. Other Information


     Going Private Transaction


     As a result of the Company's tenuous  cash/liquidity  position and its need
     for  additional  capital to execute its  restructuring  plans,  the Company
     plans to enter into an investment  transaction with Rotherwood.  Rotherwood
     intends to purchase 18 million  shares of newly issued Company common stock
     for a cash  purchase  price of $0.05 per share.  This equity  investment of
     $900,000 would allow the Company to reduce amounts owed under its bank line
     of credit and credit  Rotherwood for a $125,000 advance used by the Company
     to pay  relocation  expenses.  Upon  Rotherwood's  purchase  of the shares,
     combined with the issuance of 800,000 shares of common stock per quarter in
     payment of a letter of  credit/pledge  fee to Rotherwood,  Rotherwood would
     own more than 90% of the  Company's  outstanding  shares  of common  stock.
     Rotherwood then plans to cause a "short-form" merger to occur in which each
     outstanding share of the Company's common stock owned by shareholders other
     than Rotherwood would be converted into the right to receive a cash payment
     of $0.05 per share for an aggregate cash  consideration  of $98,000,  after
     which Rotherwood  plans to take the Company  private.  The Company plans to
     amend its articles of  incorporation  to increase its authorized  shares of
     common stock from  8,200,000 to 74,200,000  shares to permit  Rotherwood to
     acquire the 18 million  shares of common stock and permit Cramer to pay the
     800,000 share quarterly letter of credit/pledge fee.  Rotherwood intends to
     enter into such a transaction, but is not subject to any binding obligation
     to do so.

Item 6. Exhibits and Reports on Form 8-K

     None.



                                   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.



                                          CRAMER, INC.
                                          (Registrant)



Date:                                     /s/ Nicholas M. Christianson
      -----------------                   --------------------------------------
                                          Nicholas M. Christianson
                                          Acting Chief Executive Officer and
                                          Secretary and Interim Chief
                                          Financial Officer





<PAGE>


                                 CERTIFICATIONS

I,  Nicholas  Christianson,  Acting Chief  Executive  Officer and  Secretary and
Interim Chief Financial Officer of Cramer, Inc., certify that:

     1.   I have  reviewed  this  quarterly  report on Form  10-QSB/A of Cramer,
          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 periods 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 function):

          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 or not 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:  __________, 2003        By:  /s/ Nicholas Christianson
                                    --------------------------------------------
                                    Nicholas Christianson
                                    Acting Chief Executive Officer and Secretary
                                         and Interim Chief Financial Officer



<PAGE>


In connection with this quarterly report on Form 10-QSB/A of Cramer, Inc., I,
Nicholas Christianson, Acting Chief Executive Officer and Secretary and Interim
Chief Financial Officer of the registrant, hereby certify to the best of my
knowledge and belief, that:

     (1)  This quarterly  report fully complies with the requirements of Section
          13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in this quarterly report fairly presents, in
          all  material  respects,   the  financial  condition  and  results  of
          operations of the registrant for and as of the end of such quarter.


                                By: /s/ Nicholas Christianson
                                    --------------------------------------------
                                    Nicholas Christianson
                                    Acting Chief Executive Officer and Secretary
                                         and Interim Chief Financial Officer

Date:  __________, 2003