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

                               Amendment No. 2 to

                                   Form 10-QSB



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

                                          For the quarterly period ended 6/30/02

[ ]   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 [ ] No [X] (The  issuer's  annual  report on Form  10-KSB for the year ended
December  31,  2000 and the  issuer's  quarterly  report on Form  10-QSB for the
quarter ended April 1, 2001 were filed late.)

                      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
                                                             6/30/02    12/31/01
                                                                (Unaudited)
                                                           ---------------------
                                                           (Restated) (Restated)
Current assets:
     Cash                                                         35        282
     Accounts receivable, net of allowance of $30                884        563
     Inventories, net of allowance of $105                       897        721
     Prepaid expenses and other current assets                   264        325
                                                              -------    -------
              Total current assets                             2,080      1,891

Property, plant and equipment
     At cost                                                   6,233      6,215
     Accumulated depreciation                                 (5,662)    (5,595)
                                                              -------    -------
                                                                 571        630
Other assets:
     Intangible pension asset                                      0          4
                                                              -------    -------


              Total Assets                                  $  2,651   $  2,525
                                                              =======    =======

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
     Note payable                                              2,320      2,320
     Accounts payable                                            750        485
     Accounts payable- related party                             133         69
     Accrued liabilities                                         602        801
                                                              -------    -------
              Total current liabilities                        3,805      3,675

Noncurrent liabilities:
     Pension benefits payable                                    279        326
     Other                                                       218        218
                                                              -------    -------
              Total noncurrent liabilities                       497        544

Stockholders' Equity (Deficit):
     Common stock, no par value; authorized, 6,000,000
         shares; issued and outstanding 4,039,607 shares
         at July 31, 2002 and 4,041,400 at December 31, 2001   3,820      3,820
     Accumulated deficit                                      (5,119)    (5,166)
                                                              -------    -------
                                                              (1,299)    (1,346)
     Minimum pension liability adjustment                       (352)      (348)
                                                              -------    -------
              Net stockholders' equity (deficit)              (1,651)    (1,694)
                                                              -------    -------

              Total Liabilities and Stockholders' Equity
                  (Deficit)                                 $  2,651   $  2,525
                                                              =======    =======


                   See Notes to Condensed Financial Statements

<PAGE>


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

<TABLE>
<CAPTION>

                                                                           QUARTER ENDED                     SIX MONTHS ENDED

                                                                    6/30/02          7/1/01              6/30/02          7/1/01
                                                                ---------------  --------------      ---------------  --------------
                                                                   (Restated)                           (Restated)
                                                                --------------------------------------------------------------------
<S>                                                             <C>              <C>                 <C>              <C>
Net sales                                                       $      2,217     $      2,519        $      4,249     $      5,817
Cost of sales                                                          1,471            1,807               2,796            4,381
                                                                ---------------  --------------      ---------------  --------------
              Gross profit                                               746              712               1,453            1,436

Operating expenses:
     Selling expenses                                                    338              497                 716            1,021
     General and administrative                                          358              341                 639              638
                                                                ---------------  --------------      ---------------  -------------
              Total operating expenses                                   696              838               1,355            1,659
                                                                ---------------  --------------      ---------------  -------------
              Income (loss) from operations                               50             (126)                 98             (223)

Other income (expense):
     Interest expense, net                                               (28)             (45)                (58)             (99)
     Other, net                                                            6             (126)                  7             (126)
                                                                ---------------  --------------      ---------------  --------------
              Total other income (expense)                               (22)            (171)                (51)            (225)
                                                                ---------------  --------------      ---------------  --------------

Income (loss) before income taxes                                         28             (297)                 47             (448)
Income tax expense (benefit)                                               0                0                   0                0
                                                                ---------------  --------------      ---------------  --------------

Net income (loss)                                               $         28     $       (297)       $         47     $       (448)
                                                                ===============  ==============      ===============  ==============

     Net income (loss) per share based on weighted
         average number of common equivalent
         shares outstanding                                     $       0.01     $      (0.07)       $       0.01     $      (0.11)

     Weighted Average Common Equivalent
         Shares Outstanding          Basic                         4,039,607        4,041,400           4,040,504        4,041,400
                                     Diluted                       4,039,607        4,041,400           4,040,504        4,041,400
</TABLE>



There is no difference between Net Income (loss) and Total Comprehensive  Income
(loss) for the  quarter or  six-month  periods  ending June 30, 2002 and July 1,
2001.

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



                   See Notes to Condensed Financial Statements

<PAGE>


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


                                                             Six Months Ended
                                                            6/30/02     7/1/01
                                                          ----------  ----------
                                                          (Restated)
Cash flows from operating activities:
     Net income (loss)$                                          47        (448)
     Adjustments to reconcile net income (loss) to net
         cash flows from operating activities:
         Depreciation and amortization                           78         106
         Changes in operating assets and liabilities:
              Accounts receivable                              (321)        385
              Inventories                                      (178)        451
              Prepaid expenses and other assets                  61         (57)
              Intangible pension asset                            4           0
              Accounts payable and accrued expenses             130        (223)
              Other noncurrent liabilities                      (49)        (29)
                                                          ----------  ----------

                 Net cash flows from operating activities      (228)        185
                                                          ----------  ----------

Cash flows from investing activities:
     Capital expenditures                                       (19)        (28)
                                                          ----------  ----------


                 Net cash flows from investing activities       (19)        (28)
                                                          ----------  ----------

Cash flows from financing activities:
     Principal payments on notes payable                          0        (157)
                                                          ----------  ----------

                 Net cash flows from financing activities         0        (157)
                                                          ----------  ----------

Net increase (decrease) in cash                                (247)          0
Cash at beginning of year                                       282           0
                                                          ----------  ----------

Cash at end of quarter                                    $      35   $       0
                                                          ==========  ==========

Supplemental disclosures:
     Cash paid during the period for:
         Interest                                         $      58   $      99
                                                          ==========  ==========
         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 the fiscal year ended December 31, 2001 filed by the
Company  with the  Commission  on April 1, 2002 and  incorporated  by  reference
herein.   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  was to increase the previously
reported   earnings   and   reduce  the   accumulated   deficit   and   accounts
payable-related  party by $32,000 and $64,000 for the three and six months ended
June 30,  2002,  respectively.  The  restatement  also  increased  the basic and
diluted  net income  per common  share from $0.00 to $0.01 for the three and six
months ended June 30, 2002.


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 more  complete  discussion  of product  liability  claims and related
accruals in Part II, Item 1 "Legal Proceedings" below.

The Company believes its 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 $218,000 at March 31,
2002 to $213,000 at June 30,  2002.  This  decrease  was the result of continued
declining  warranty  costs in the second  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.  There were no changes to
the inventory reserve, which remained at $105,000.

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

     Quarter ended June 30, 2002, compared to the quarter ended July 1, 2001:

     Sales for the second quarter were  $2,217,000,  a decrease of 12% from 2001
     second  quarter  sales of  $2,519,000.  The recent  recession  and  related
     reductions in capital  expenditures  by potential  customers  resulted in a
     decline in seating  sales of over  $250,000.  The  furniture  industry as a
     whole has  experienced  a downturn  in sales over the past  twelve  months.
     Utility sales  remained  consistent,  with a modest decline in ladder sales
     offset by a slight  increase in Kik-Step  sales,  reflecting  the continued
     strength of this product.

     Gross margins  increased  from  $712,000,  or 28%, in the second quarter of
     2001 to $746,000,  or 34% in the second quarter of 2002.  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, indirect labor and maintenance costs, due in part to
     increased outsourcing of the manufacture of certain products in 2002.

     Selling  expenses  decreased from $497,000 in the second quarter of 2001 to
     $338,000  in the  second  quarter of 2002,  a  reduction  of  approximately
     $159,000.  A decrease in commissions and catalog program costs due to lower
     sales  contributed to over $50,000 of the decline.  The remaining  decrease
     was related primarily to staff reductions and lower travel costs.

     General and  administrative  expenses  increased $17,000 to $358,000 during
     the second  quarter of 2002,  compared to $341,000 in the second quarter of
     2001.  The increase was  primarily  the result of higher legal costs in the
     second  quarter  of  2002,  due  in  part  to  favorable  resolution  of an
     employment  matter and costs  associated with filing an amended Form 10-KSB
     and the  proposed  going  private  transaction  referred  to in  "Financial
     Condition,  Liquidity and Capital Resources".  In addition,  guarantee fees
     related to  Rotherwood's  provision  of a $2M  letter of  credit/securities
     pledge  totaled $8,000 in the second quarter of 2002 and were not in effect
     during the second quarter of 2001.

     Interest expense totaled $28,000 in the second quarter of 2002, compared to
     $45,000 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 $28,000 in the second
     quarter of 2002,  compared to a loss of  $297,000 in the second  quarter of
     2001.   Operating  results  improved,   despite  declining  sales,  due  to
     reductions in overhead and improved margins.

     Six months  ended June 30,  2002,  compared to the six months ended July 1,
     2001:

     Sales for the first six months of 2002 were  $4,249,000,  a decrease of 27%
     from  $5,817,000  in the first  six  months of 2001.  The  majority  of the
     decline related to reduced seating sales, particularly in the first quarter
     of  2002.   The  recent   recession  and  related   reductions  in  capital
     expenditures  by potential  customers have resulted in a significant  sales
     decline across the industry.  In addition,  the seating  business is highly
     competitive.  Ladder sales  experienced  a modest  decline due to weakening
     catalog performance.  Kik-Step sales increased by approximately  $50,000 in
     the  first  six  months  of  2002,  compared  to the same  period  in 2001,
     reflecting the continued strength of this product.

     Gross margins  increased from  $1,436,000 or 25% of sales, in the first six
     months of 2001 to  $1,453,000  or 34% of sales in the  first six  months of
     2002. Lower material costs and significant  overhead reductions resulted in
     a substantial increase in margins for both the first and second quarters of
     2002,  compared to the first two quarters of 2001. The overhead  reductions
     included a decrease in utilities, indirect labor, supplies and maintenance,
     due in part to increased outsourcing of the manufacture of certain products
     in 2002.  The Company also focused on  streamlining  production  processes,
     which contributed to the decrease in indirect labor.

     Selling expenses  decreased from $1,021,000 in the first six months of 2001
     to $716,000 in the first six months of 2002, a reduction of over  $300,000.
     The decrease in selling costs can be attributed to a decline in commissions
     and catalog  program costs as a result of lower sales, in addition to staff
     reductions and lower travel costs.  Selling expenses were lower in both the
     first and second quarters of 2002 compared to the prior year.

     General and  administrative  expenses  increased from $638,000 in the first
     six months of 2001 to $639,000 in the first six months of 2002. An increase
     in legal  fees  during  the first six  months of 2002 was offset in part by
     reduced labor costs. In addition, fees related to Rotherwood's provision of
     a letter  of  credit/securities  pledge as  security  for the $2M bank loan
     totaled  $16,000  in the  first  six  months of 2002 and were not in effect
     during the first six months of 2001.

     Interest expense totaled $58,000 in the first six months of 2002,  compared
     to $99,000 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 $47,000 in the first
     six months of 2002,  compared to a loss of $448,000 in the first six months
     of 2001.  Operating  results  improved,  despite  declining  sales,  due to
     reductions in overhead and improved margins.




<PAGE>


     Financial Condition, Liquidity and Capital Resources

     Cash flow  activity  for the first six months of 2002 is  presented  in the
     Statement of Cash Flows.  During the first six months of 2002,  the Company
     used $228,000 in cash from its operating activities.

     Accounts  receivable totaled $884,000 at June 30, 2002 compared to $563,000
     at December  31,  2001.  The  increase was a result of higher sales in June
     2002  compared to December  2001.  In  addition,  the June 30, 2002 balance
     included a $150,000 order that was collected in July 2002.

     Inventories  increased  from  $721,000 at December  31, 2001 to $897,000 at
     June 30, 2002, a 24% increase.  This increase related  primarily to a large
     seating order that was in production as of June 30, 2002.

     Accounts  payable  increased  $265,000  from  December 31, 2001 to June 30,
     2002.  An  increase  in  inventories  in  connection   with  several  large
     production  orders mentioned above  contributed to the increase in accounts
     payable.

     Accrued  liabilities  decreased $199,000 from December 31, 2001 to June 30,
     2002. This decrease was due in part to a decline in accrued catalog program
     costs and accrued insurance premiums.

     Accounts payable, related party increased from $69,000 at December 31, 2001
     to $133,000 at June 30, 2002. This increase was the result of combined loan
     guarantee fees of $16,000  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 $19,000 during the second quarter of 2002 related
     to the purchase of  additional  plant  equipment.  In the first  quarter of
     2002,  management  began  exploring the  feasibility of relocating to a new
     facility  that  more  closely  matches  the  Company's   current  size  and
     manufacturing  needs.  The Company  has signed a lease for a 34,000  square
     foot  facility and is planning to relocate in September  2002.  The minimum
     lease term is three years with the right to extend for an additional  eight
     years.  Annual rent during the initial term is $111,000/  year. The Company
     anticipates  that relocating the business could reduce  operating  overhead
     significantly  and  improve  production  efficiency.  However,  there is no
     assurance  we can sell or lease  our  existing  facility  without  spending
     significantly on renovation.

     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
     second  quarter of 2002. The facility  consists of a $2,000,000  loan and a
     $320,000  line of  credit.  The  $2,000,000  loan is secured by a pledge of
     $2,000,000 in securities by Rotherwood,  the Company's parent. 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
     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 the May 2003  maturity  date.  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 $28,000 in the second quarter of
     2002 and net income of $47,000 in the first six months 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.





<PAGE>


                           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 a $50,000
     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 five open claims
     at June 30,  2002.  During the second  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  its  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 $105,000 at December  31, 2001 and at June
     30, 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 second quarter of 2002. The Company maintained
     a reserve for  unasserted  claims of  $113,000 at December  31, 2001 and at
     June 30, 2002.  The  underlying  assumptions  regarding  claims history and
     average costs per claim did not change  during the second  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 scheduled  payments  totaling  $23,000 through  February 1,
     2004 (see "Patents,  Trademarks and Government Regulation" in Item 1 of the
     2001  10-KSB/A  filed on August  14,  2002 and  incorporated  by  reference
     herein).


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 the amount owed under its bank
     line of credit and credit  Rotherwod  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: ___________, 2003            /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 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

In  connection  with this  quarterly  report on Form 10-QSB 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